1. Pop popcorn according to manufacturer's directions. Transfer to two very large bowls, discard any unpopped kernels.

2. In a large heavy saucepan, combine brown sugar and corn syrup. Bring to a boil

over medium heat; cook and stir for 3 minutes. Carefully stir in milk and butter, return to a boil.

3. Remove from heat; stir in vanilla. Pour over popcorn and toss to coat. Spread in a single layer on greased 15 in x 10 x 1 in baking pans.

4. Bake at 250 degrees for 40 minutes, stirring once. Remove from pans and place on waxed paper to cool. Break into clusters. Store in airtight containers.

Yield: 7 quarts