CRUST:

1 stick butter
1 1/2 c. flour
1/2 c. walnuts, finely chopped

Mix and put into a 9 x 13 inch pan and bake at 375 degrees for 20 minutes, not brown. Cool.

#1 FILLING:

1 (8 oz.) cream cheese, softened
1 c. sugar

Beat together until mixed well. Fold in one 9 ounce Cool Whip. Spread over gently on cooled crust. Chill 20 minutes.

#2 FILLING:

2 boxes instant lemon pudding
3 c. cold milk

Beat as directed. Spread over first layer. Top with one 9 ounce Cool Whip and sprinkle with chopped nuts. Refrigerate overnight.