Slice the carrots and saute in about 1 T butter over low heat for 5-10 minutes, until cooked to taste.

Make a roux with the butter and flour. Add the milk (warmed) and cook until thick. Add cheese and cook until cheese is melted. Mix in the cooked carrots.

Place in greased casserole and sprinkle with buttered bread crumbs. Bake at 350 degrees F. for 15-20 minutes or until brown.

* A simple and unusual carrot-cheese casserole - This is a family recipe that my in-laws make for holiday dinners. I've never seen it in any cookbook. It's unusual, but good. Yield: Serves 4-6.

* Process cheese is sometimes called American cheese or Canadian cheese depending on where it is bought. You can make a standard cheddar cheese sauce instead, or you can use something like Velveeta instead.