1/2 c. butter
1 c. flour
2 tbsp. sugar
1/2 c. nuts

FILLING:

1 (8 oz.) Philadelphia cream cheese
1 c. powdered sugar
1 c. Cool Whip
2 pkgs. (lg.) instant lemon pudding
3 c. milk

Mix butter, sugar, nuts and flour. Press into bottom of 9x13 inch pan and bake 10-15 minutes in a 350 degree oven. Cool.

Mix softened cream cheese and powdered sugar until smooth. Fold in Cool Whip. Spread on cold crust.

Mix pudding and milk, spread over cream cheese mixture. Top with rest of the 8 ounce Cool Whip. Refrigerate until serving or overnight.