1 box butter cake mix
1 tsp. vanilla
1 med. can mandarin oranges with juice
3 eggs
1/2 c. cooking oil
1 lg. can crushed pineapple, drained
1 sm. box instant vanilla pudding
1 lg. tub of Cool Whip

Combine first 5 ingredients until blended, then beat 4 minutes. Pour into 2 greased and floured round cake pans. Bake at 350 degrees for 35 minutes. Cool completely.

Combine Cool Whip, pineapple and instant vanilla pudding and spread between layers, then frost. Refrigerate until ready to serve.