1 stick butter
1 c. flour
1/2 c. chopped walnuts
8 oz. cream cheese
1 c. confectioners' sugar
1 c. Cool Whip
3 pkg. (small) instant lemon pudding
3 1/2 c. milk

Combine butter, flour and walnuts (chopped in blender). Mix until smooth and put in 9 x 13 inch pan and bake at 350 degrees for 15 to 20 minutes. Cool.

In separate bowl beat cream cheese, confectioners' sugar and Cool Whip. Spread on cool crust. Beat lemon pudding and milk until thick. Pour over cream cheese mixture. Top with Cool Whip. Refrigerate.