CRUST:

1 1/2 c. flour, sifted
1/3 c. light brown sugar
3/4 c. soft butter (1 1/2 sticks, melted)
1/2 c. chopped walnuts (fine)

Mix together and press into 9x13 inch ungreased pan. Bake at 375 degrees for 15 minutes.

SECOND LAYER:

8 oz. cream cheese, softened
1 c. powdered sugar
1 c. (8 oz. container) Cool Whip

Mix together with spoon and spread on cooled crust. Use half of mixture.

THIRD LAYER:

2 pkg. instant lemon pudding
3 c. cold milk

Mix on low speed for 2 minutes. Pour into pan and cover with remaining Cool Whip and fine chopped nuts on top. Refrigerate and cut into squares.