1 yellow cake mix, mixed according to pkg. directions
1 sm. can mandarin oranges, drained
1 lg. can crushed pineapple
1 lg. box vanilla instant pudding
1 lg. container Cool Whip

Preheat oven to 350 degrees. Mix cake mix according to package directions, fold in drained and chopped mandarin oranges. Bake according to package directions in 2 (9 inch) cake pans. Cool completely and cut cakes horizontally to make 4 layers. Drain pineapple, reserving liquid. Combine liquid with pudding, mix well and let set for 5 minutes. Stir in drained pineapple and fold in Cool Whip. Spread between layers and on top of cake and store in refrigerator.