1 1/2 c. flour
1 1/2 sticks butter, melted
1 1/2 c. pecans
1 (8 oz.) cream cheese
1 (8 oz.) Cool Whip
1 c. 10x sugar
2 pkgs. (3 1/2 oz.) instant lemon pudding mix
3 c. milk

1ST LAYER: Grind 1/2 cup pecans. Mix flour, butter and pecans. Spread in 3 quart oblong pan. Bake at 325 degrees until brown. Cool.

2ND LAYER: Beat sugar and softened cream cheese. Add 1 cup Cool Whip, beat until fluffy. Spread on baked layer.

3RD LAYER: Beat pudding and milk for 2 minutes. Spread on cream cheese.

4TH LAYER: Spread the remainder of Cool Whip over pudding. Sprinkle with 1 cup chopped pecans. Refrigerate.