1 qt. buttermilk
1 (16 oz.) Cool Whip
2 lg. pkgs. vanilla pudding mix (instant)
1 (28 oz.) can fruit cocktail, drained
2 sm. cans mandarin oranges, drained
1 (16 oz.) can crushed pineapple, drained

Mix buttermilk with pudding mix until thickened. Mix Cool Whip with buttermilk and pudding. Add all drained fruit, and place in large oblong, at least 9 x 13 inch and chill before serving. Makes about 12-16 servings.