1 lg. pkg. Oreo cookies
1/2 c. (1 stick) butter, melted
2 (4 oz.) boxes instant French vanilla pudding
3 1/2 c. milk
8 oz. cream cheese, softened
8 oz. carton Cool Whip

Crumble Oreos and mix with melted butter. Evenly cover bottom of 9 x 13 inch dish with 1/2 of Oreo mixture. Mash softened cream cheese and mix with dry pudding mix Gradually beat in 3 1/2 cups cold milk with hand mixer. Beat until smooth.

Fold in whipped topping and blend thoroughly. Pour on top of Oreo layer. Sprinkle remaining Oreo-butter mixture evenly over pudding layer. Keep refrigerated.