1 1/2 cups brown sugar -- firmly packed

1 cup butter -- softened

2 teaspoons vanilla -- real

2 eggs

2 1/4 cups Pillsbury BEST flour

2 1/2 cups quick-cooking oats

1 teaspoon baking soda

brown or chocolate decorator icing red M & Ms

1. In large bowl, combine brown sugar and butter; beat until light and fluffy. Add vanilla and eggs; blend well. 2. Lightly spoon flour into measuring cup; level off. In medium bowl, combine flour, oats and baking soda; mix well. Add to brown sugar mixture; blend well. Cover with plastic wrap; refrigerate 1 hour for easier handling. 3. Heat oven to 375*F. For each bear, form two 1/2 inch balls and one 1 1/2 inch ball. Place the large ball on ungreased cookie sheet; place smaller piece s on top to form ears. Flatten dough slightly; crimp edges with fork. Repeat with remaining dough, placing large balls of dough 3 inches apart on cookie sheets. 4. Bake for 7 to 10 minutes or until light golden brown. Cool 2 minutes; remove from cookie sheets. Cool 10 minutes or until completely cooled. 5. To decorate, use small round tip on decorator icing; pipe icing on each cookie for eyes and mouth. For nose, use small amount of icing to secure M&M o n cookie. Let icing set before storing. Store in lightly covered container.

2 dozen large cookies.