1 box yellow cake mix
1 can mandarin oranges, drained
1 can crushed pineapple, drained
4 eggs
1/2 c. vegetable oil
1/4 c. milk

1 box vanilla instant pudding
1 lg. can crushed pineapple, drained
1/4 to 1/2 c. nuts
1 lg. container Cool Whip

Mix cake mix, oranges and pineapple, eggs, oil and milk. Pour into 3 round cake pans. Bake at 350 degrees for 20 minutes; cool.

Mix icing ingredients and ice cooled cakes. Makes a 3-layer cake.