1 sm. box orange Jello
1 sm. box vanilla pudding, cooked type
1 can mandarin oranges
8 oz. cream cheese
12 oz. Cool Whip

Soften cream cheese. Drain oranges and save juice. Add water to juice to make 2 cups liquid. Put Jello and pudding in saucepan. Slowly mix in the 2 cups of liquid. Preheat burner. When hot, put pan on. Time for 5 minutes, stirring constantly. Remove from heat. Cool for 4 minutes. Add cream cheese and beat, using low speed on mixer. Mix in Cool Whip. Fold in oranges. Pour into a bowl and chill.