Grease the bottom and sides of an 8x8-inch baking pan with butter.

Place all ingredients in a large saucepan and heat to boiling over medium high heat, stirring constantly. (Allow at least four inches of headroom in your saucepan, as the hot mixture will bubble up and expand slightly as it boils.

Reduce heat to medium and continue to boil the mixture for 35 minutes. Attach a candy thermometer to the side of the saucepan and keep the mixture at 245 degrees while cooking. Stir the caramel frequently.

After 35 minutes, the caramel should be a light golden brown and should hold its shape and become firm when a spoonful is dropped into a glass of very cold water. Pour the caramel into the prepared pan and allow it to cool completely--for at least 3 hours.

Cut into 64 pieces using a sharp knife, 8 rows by 8 rows. Wrap each caramel in a 5-inch by 4-inch piece of wax paper. Place the candies in a plastic bag to keep fresh. (Caramels will get extremely hard if placed in the refrigerator.)