1 pkg. chocolate cake mix
1 bag Kraft caramels
1 can Eagle Brand sweetened condensed milk

Prepare cake mix according to directions on box. Unwrap caramels and mix with condensed milk. Heat over hot water in double boiler until caramels are melted and smooth. Pour 1/2 of cake batter in greased and floured 9 x 13 inch pan. Bake 15 minutes. Pour caramel mixture over hot cake and top with remaining cake batter. Return to oven and bake 15 to 20 minutes longer. Let cool and top with frosting. Refrigerate.

FROSTING:

1 sm. pkg. vanilla instant pudding
1 c. milk

Beat and fold in 2 cups Cool Whip. Spread on cooled cake.