1 (18 to 18 1/2 oz.) pkg. chocolate cake mix
1 (14 oz.) pkg. caramels
1 (14 oz.) can Eagle Brand sweetened condensed milk
1/2 c. butter
1 c. coarse chopped pecans

Preheat oven to 350 degrees. Prepare cake mix to directions. Spread 2 cups batter in greased 9x13 inch pan. Bake for 15 minutes.

Meanwhile, in heavy saucepan over low heat, melt caramels with sweetened condensed milk and butter. Spread evenly over cake. Spread remaining batter over caramel mixture. Top with nuts. Return to oven. Bake 30-35 minutes longer or until cake springs back. Cool and cut.