Caramel Popcorn

1 pkg. (14 oz) caramels

3 Tablespoons butter or margarine

12 cups popcorn

1 cup peanuts

Directions:

Preheat oven to 300 degrees F. Place caramels, butter and 1 tablespoon water in large thick saucepan then cook on low heat until caramels are melted totally and stir frequently. Combine the popcorn and peanuts in large bowl and add caramel mix, then toss to coat. Spread over large greased baking sheet. Bake for 10 minutes then stir. Bake an additional 10 minutes then spoon onto a sheet a was paper and let popcorn cool completely. Break popcorn mix apart into clusters. Makes about 12 servings.