1 German chocolate cake mix
1 c. water
1/2 c. oil
3 eggs
1 stick butter
1/2 can sweetened condensed milk

FILLING:

1 pkg. Kraft caramels
1/2 can sweetened condensed milk
1 c. chopped pecans

ICING:

1 stick butter
2 tbsp. cocoa
6 tbsp. milk
1 tsp. vanilla
1 box powdered sugar

Mix cake ingredients; pour 1/2 of batter into greased and floured 9 x 13 x 2 inch pan. Bake at 325 degrees for about 20 minutes.

While cake is baking, melt caramels and sweetened condensed milk. Add pecans and spread over partially baked cake, pour on remaining cake batter and bake 25 minutes more or until cake is done.

While cake is baking, in small saucepan heat all icing ingredients except sugar. After thoroughly heated, remove from heat and add powdered sugar. Pour on warm cake.