Caramel Cake

1 14oz pkg caramels
1/2 c butter
1 14oz can sweetened condensed milk
1 18oz pkg. chocolate cake mix (or yellow)
1c chopped nuts

Preheat oven to 350 degrees. In a heavy saucepan over low heat melt carmels and butter; remove from heat and add condensed milk. Mix well.

Prepare cake mix according to box directions. Pour 2 cups of the batter into greased cake pan. Bake for 15 minutes and then spread caramel mixture evenly over cake. Spread remaining cake batter over carmel mix. Top with nuts and return to the oven and bake for 30-35 minutes, until cake springs back when lightly touched.