Cook 4 cups sliced carrots 5-10 minutes. Drain and put in casserole.

1 sm. onion, diced
1/4 c. mayonnaise
1 c. Velveeta cheese

Put all on top of carrots. Crush 1-2 handfuls potato chips, put on all of the above. Place lid on casserole and bake 1/2 hour at 350 degrees.