1 pkg. chocolate cake mix (German chocolate)
1 pkg. caramels unwrapped (14 oz.)
1 (14 oz.) can Eagle Brand sweetened condensed milk (not evaporated)
1/2 c. butter
1 c. coarsely chopped pecans

Preheat oven to 350 degrees. Prepare cake mix as package directs. Spread 2 cups batter into greased 9x13 baking pan. Bake 15 minutes.

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