1 German chocolate cake mix (according to pkg. directions)

Put 1/2 the mixture in a 9"x13"x2" pan and bake 20 minutes at 350 degrees. 1/3 c. milk 1 stick butter 3/4 c. chocolate chips 1 c. walnuts

Melt caramels, milk and butter in double boiler and put over cake. Sprinkle chocolate chips and walnuts over oatmeal layer. Spread remaining cake batter over too and bake 2 minutes at 250 degrees then 10 to 15 minutes at 350 degrees. Cool. Frost.

FROSTING:

1 sm. pkg. instant chocolate pudding
1 c. milk
3 1/2 c. Cool Whip

Combine pudding and milk then fold in Cool Whip. Spread on cake and store in refrigerator.