1 (8 oz.) pkg. cream cheese
4 tbsp. butter
1 c. confectioners sugar
12 oz. Cool Whip
2 sm. pkgs. instant vanilla pudding
3 1/2 c. milk
1 (1 lb.) pkg. Oreo cookies
1 (8 inch) new plastic flower pot

Cream together cream cheese, butter, confectioners sugar in large bowl. According to package directions, prepare pudding with milk. Mix Cool Whip into pudding mixture when it starts to thicken. Gradually add pudding mixture to cream mixture. Combine well.

Crush Oreos in blender. Line the bottom of flower pot to keep mixture from leaking. Beginning with ground cookies, alternate 1 inch layers of cookies and mixture. End with cookies. Chill until ready.