2 sm. boxes tapioca pudding
2 sm. box orange Jello
3 c. water
1 sm. can crushed pineapple, drained well
1 sm. can mandarin oranges, drained well
12 oz. tub Cool Whip

Mix pudding, Jello and water in saucepan, cook, stirring constantly. Bring to rapid boil, remove from heat and cool completely. Pour into large bowl and mix in remaining ingredients, cover and refrigerate.