Place cereal in a shallow bowl; set aside. In a double boiler or metal bowl over simmering water, combine the milk, butter and caramels, stirring until smooth. Remove from the heat.
With a fork, quickly dip marshmallows into hot mixture; allow excess to drip off. Roll in cereal. Place on a foil-lined pan; chill for 30 minutes. Remove from the pan and refrigerate in an airtight container.