1 (6 oz.) pkg. orange jello
1 (6 oz.) vanilla pudding (not instant)
3 c. cold water
2 cans mandarin oranges, drained
1 (15 oz.) can pineapple tidbits (drained)
1 lg. container Cool Whip

Mix jello and pudding together in heavy kettle. Add water; mix well and bring to a boil. Cook until thick (not real thick). Put in bowl and cool overnight. Next day, beat very well and add Cool whip and fruit. Put in mold or bowl and chill.