1 (3 oz.) pkg. instant vanilla pudding
1 (8 oz.) cream cheese, softened
1 (16 oz.) can fruit cocktail, drained
1 sm. can mandarin oranges, drained
1 c. pastel miniature marshmallows
1 3/4 c. milk

In mixing bowl, add cream cheese, pudding and 1/4 cup milk. Mix on low, gradually adding the rest of milk until completely mixed. Add drained fruit and marshmallows. Chill several hours, or may be made the day before.