1 can drained crushed pineapple
1 can mandarin oranges, squeezed and drained
1 c. mini marshmallows
1/3 lemon juice
1 can Eagle Brand milk
1 (16 oz.) container Cool Whip
1 (8 oz.) cream cheese
1 c. nuts

Add lemon juice, cream cheese, Cool Whip and Eagle Brand milk. Beat with mixer until smooth. Add fruit, marshmallows and nuts. Chill in fridge several hours or overnight.