3 c. sliced and cooked carrots
1 c. water chestnuts
1 can cream of mushroom soup
1 sm. jar Cheez Whiz
1 sm. can mushrooms
1 pkg. silvered almonds
1 can onion rings (omit until the last step)

Mix ingredients together. Bake in a 1 1/2 quart casserole for 15 minutes at 350 degrees. Top with onion rings and bake for 10 minutes more.