INGREDIENTS: 1 bag (14 oz) caramels or 50 caramels 1 can (12 oz) evaporated milk 3/4 cup (1-1/2 sticks) butter or magarine 1 bag (12 oz) semisweet chocolate chips 1 cups pecans, chopped 1 box german chocolate mix with pudding, use mix that calls for vegetable oil

Heat oven to 350° F. Line a 13 x 9-inch baking pan with foil.

In a small saucepan, heat the caramels and milk over low heat, stirring occasionally, for about 10 minutes, or until caramels melt.

Using an electric mixer, prepare the cake according to the package directions, using only HALF the oil called for on the box. Beat on low speed for 1 minute. Add the butter, increase mixer speed to high, and beat for 2 minutes more, or until the batter is thick and smooth.

Spread half the batter (about 3 cups) into the prepared pan. Bake for 12 to 14 minutes, or until the cake starts to puff up around the edges (the middle will still be slightly wet).

Pour the caramel mixture over the cake and spread to the edges of the pan with a rubber spatula. Sprinkle with 1 cup of the chocolate chips and 1 cup of the pecans. Spoon the remaining cake batter over the top and carefully spread to the edges.

Bake for 35 to 45 minutes more, or until the cake puffs up above the sides of the pan and springs back when gently pressed, and starts to pull away from the sides of the pan. Set the pan on a wire rack to cool.

Meanwhile, melt the remaining 1 cup of chocolate chips with the butter or margarine. Spread over cooled cake. Sprinkle with the remaining pecans. Let cool completely.

Calories   ___________  474                            Sodium  __________ 322 mg
Total Fat   ___________ 28 g                           Carbohydrates _____  55 g
Cholesterol  _________  25 mg                          Protein  __________   5 g