1 lg. box orange jello
1 sm. can crushed pineapple
1 can mandarin oranges
1 med. can orange juice, frozen
1 sm. Cool Whip
1/2 pkg. vanilla instant pudding
1 c. milk

Mix 1 large box orange jello and hot water as directed on box. Add crushed pineapple (drained), mandarin oranges (drained), frozen orange juice (thawed). Let sit overnight in refrigerator.

TOPPING:

1 sm. container Cool Whip
1/2 pkg. vanilla instant pudding
1 c. milk

Mix milk and pudding. Fold into Cool Whip. Spread over the set jello. Use an oblong glass Pyrex dish.