CRUST:

1 1/2 c. flour
3/4 c. butter
1/2 c. chopped nuts (optional)

Mix flour, butter and nuts together and put in a greased 9 x 13 inch pan. Bake at 350 degrees until light brown.

FILLING:

8 oz. whipped cream cheese
1 c. powdered sugar
1 sm. and 1 lg. container Cool Whip
2 pkgs. lemon pudding

Mix cream cheese, sugar and 1 cup Cool Whip, whip and spoon over cool crust. Make pudding in accordance with instructions on the package, spoon over cream. Top with remaining Cool Whip. Refrigerate.