Berried Delight

Combine crumbs, sugar and margarine.

Press firmly on bottom of 9x13 pan.

Bake at 375° for 4 minutes.

Cool.

Beat cream cheese with sugar and 2 tablespoons milk until smooth.

Fold in 1/2 of the Cool Whip and spread over crust.

Arrange strawberries, bananas and pineapple in even layers.

Prepare pudding with the 3 cups cold milk as directed and pour over fruit.

Chill several hours.

Before serving spread remaining Cool Whip on top and decorate with extra strawberries.