CRUST:

1 1/2 c. flour
1/2 c. pecans, chopped sm.
1 1/2 sticks butter

Mix all of above, press into 9x13 inch dish or pan, bake in 350 degree oven until light brown. Cool.

FIRST LAYER:

1 c. powdered sugar
1 pt. Cool Whip
8 oz. cream cheese

Fold in Cool Whip. Spread on cooled crust.

SECOND LAYER:

3 c. milk
2 pkg. lemon instant pudding

Mix and stir until starting to thicken. Spread on first layer.

THIRD LAYER:

Top with 1 pint Cool Whip and sprinkle 1/2 cup pecans, chopped small. Keep refrigerated.