1 can -or- 3-1/2 c. fruit cocktail
1 (8 oz.) pkg. cream cheese
1 sm. lemon Jello
8 lg. marshmallows
3/4 c. chopped celery
1/4 c. chopped nuts
1/2 pt. whipping cream -or- 2-1/3 c. Cool Whip

Drain the fruit cocktail and heat the juice with the Jello and softened cream cheese and marshmallows. Cool mixture. When it starts to set, add to fruit, celery and chopped nuts. Refrigerate until thickened, about 1/2 hour. Beat whipping cream and fold in. It's now ready to be put into your favorite mold.