25 to 30 caramels -- (most of a 14-ounce bag)

3 cups all-purpose flour -- divided use

1 cup butter or margarine -- softened

4 cups confectioners' sugar

1 tablespoon vanilla extract

6 eggs

2 teaspoons ground cinnamon

2 teaspoons ground allspice

3 peeled Granny Smith apples -- cored and chopped

Preheat oven to 350 degrees. Grease and flour 2 (9x5 inch) loaf pans; set aside. Unwrap the caramels and using scissors, cut each into eight pieces. Toss with 1 T. of the flour in a small bowl to prevent them from sticking together; set aside.

Using an electric mixer, beat the butter, sugar and vanilla until fluffy. Add the eggs, one at a time, beating well after each. In another bowl, stir together the remaining flour, cinnamon and allspice. Add the flour mixture to the butter mixture and blend well. Using a wooden spoon, stir in the apples and caramel pieces. Divide evenly between the prepared loaf pans.

Bake for 1 hour and 10 -20 minutes, or until a toothpick inserted into the centers comes out clean. Cool completely on a wire rack and then remove from pans.

Yield: 2 (9x5-inch) Loaves