1 big pkg. Oreo cookies
2 pkg. instant French vanilla pudding
3 c. milk
1 (8 oz.) Phil. cream cheese
1 stick butter
1 c. powdered sugar
1 big pkg. Cool Whip

Crush Oreos. Mix 2 packages of pudding and 3 cups milk. In a large bowl mix together cream cheese and butter. Then fold in sugar. Then mix in pudding. Fold in Cool Whip.

Layer cookies then pudding, ending with a large layer of cookies. Serving suggestion: Place in a child's sand bucket or flower pot, decorate with gummy worms or flowers.