1 pkg. tapioca pudding mix (not instant)
1 can pineapple chunks (drained)
2 c. Mandarin oranges (drained
3 bananas (sliced)
1 c. sm. marshmallows
1 tub Cool Whip

Drain fruit reserving syrup for pudding. Add water to syrup to make 3 cups liquid; cook pudding in liquid - cool.

Add oranges and pineapple. Refrigerate. Keeps like this for 2 days. About 15 minutes before serving add rest of ingredients.