1. Dissolve gelatin in boiling water in a medium bowl.
2. Stir in drained mandarin oranges, pineapples with juice and orange juice cencentrate.
3. Lightly grease or spray a 9 x 13 baking dish and pour in gelatin mixture.
4. Refrigerate until firm.
5. Topping: In a large bowl, beat cream cheese until light and fluffy.
6. Gradually add pudding mix and milk and beat until smooth.
7. Spread over gelatin layer.
8. Chill until firm.