1Line large cookie sheets with foil.
2In heavy, nonstick 2-quart saucepan, heat condensed milk, butter and caramels over low heat, stirring frequently, until melted and smooth. Remove from heat.
3Insert lollipop stick into marshmallow; dip into hot caramel. Roll in cereal to coat completely. Place on foil-lined cookie sheet. Repeat with remaining marshmallows. Refrigerate about 30 minutes or until set. Store in airtight container.