40 oz. Oreo cookies
1/2 stick butter
8 oz. cream cheese
1 c. xxx sugar
3 1/2 c. milk
2 pkgs. instant vanilla pudding
12 oz. whipped topping

Grind cookies in food processor and set aside. Mix butter, cream cheese and powdered sugar; cream together.

In a separate bowl, put milk, pudding and whipped topping. Fold both mixtures together. Layer in an 8 inch plastic flower pot or sand pail, starting and ending with ground cookies. Decorate with plastic flowers or sand shovel. Serve with large spoon or sand shovel.