1 box Duncan Hines butter cake mix
1 sm. can mandarin oranges
1 lg. can crushed pineapple
1 regular Cool Whip
1 box instant vanilla pudding

Mix cake mix, oranges with juice, 1/4 cup oil and 3 egg whites. Don't mix according to box, use these instructions. Bake according to box.

FROSTING: Mix together Cool Whip, pudding and pineapple and frost.