1 stick butter
1 c. flour
1/2 c. chopped nuts
1 c. XX sugar
1 (8 oz.) pkg. cream cheese
1 lg. tub whipped topping
2 pkgs. lemon instant pudding
3 c. milk

Combine first three ingredients and press into 9x13 pan. Bake 15-20 minutes, 350 degrees. Cool.

Combine sugar and cream cheese and 1 cup whipped topping. Spread over crust.

Mix pudding with milk, stir until thick. Spread on cheese layer. Add remaining topping and refrigerate several hours.