->Turtle 02 <-

2 cups vanilla wafer crumbs

6 tablespoons margarine, melted

14 ounces caramels

5 ounces evaporated milk

1 cup pecans, chopped, toasted

16 ounces cream cheese, softened

1/2 cup sugar

1 teaspoon vanilla

2 eggs

1/2 cup semi sweet chocolate pieces, melted

Combine crumbs and margarine; press into bottom and sides of 9 inch

springform pan. Bake at 350 10 minutes.

In a 1 1/2 quart heavy saucepan, melt caramels with milk over low

heat. stirring frequently, until smooth. Pour over crust. Top

with pecans. Combine the cream cheese, sugar and vanilla, mixing

at medium speed on electric mixer until well blended. Add eggs,

one at a time, mixing well after each addition. Blend in chocolate;

350, for 40 minutes. Loosen cake from

rim of pan; cool before removing rim of pan. Chill. Garnish with

whipped cream, additional chopped nuts and maraschino cherries if

desired.