1 c. buttermilk
1 box instant vanilla pudding
1 (8 oz.) Cool Whip
1 lg. can pineapple
1 (11 oz.) can mandarin oranges
1/2 pkg. (15) chocolate covered grahams

Mix together buttermilk and instant pudding. Drain pineapple and oranges and add to pudding mixture. Fold in Cool Whip. Just before serving, add chocolate covered grahams which have been crushed.