Heat oven to 350 degrees F.

Crush 50 wafers to form fine crumbs; mix with 1/3 cup butter. Press onto bottom of 9-inch tart pan. Coarsely crush remaining wafers; place in medium bowl. Add remaining butter, nuts, sugar, and 1/4 teaspoon pumpkin pie spice; mix well. Spread onto bottom of shallow pan; place in oven along with crust. Bake 10 to 12 minutes or until both are light golden brown; cool.

Beat cream cheese and pumpkin in medium bowl with mixer until well blended. Add remaining pie spice and dry pudding mix; beat until blended. Gradually beat in milk; spread over crust. Top with COOL WHIP, spreading to within 1/2 inch of edge. Refrigerate 4 hours. Meanwhile, break cooled baked nut mixture into smaller pieces; store in airtight container until ready to use.

Sprinkle nut mixture over tart just before serving. Microwave caramels and water in microwaveable bowl on HIGH 1-1/2 minutes or until caramels are melted, stirring after 45 seconds. Drizzle over tart.

Healthy Living: Save 70 calories and 6 grams of fat, including 3 grams of saturated fat per serving by preparing with Reduced Fat NILLA Wafers, PHILADELPHIA Neufchatel Cheese, JELL-O Vanilla Flavor Fat Free Sugar Free Instant Pudding and COOL WHIP LITE Whipped Topping.

Substitute: Prepare in 9-inch pie plate instead of the tart pan.