3 med. potatoes, peeled and cut into 1 in. cubes
3 carrots, peeled and sliced

Put potatoes and carrots in pan and cover with water and boil until tender, drain. Melt 1/4 c. butter in large sauce pan. Add 2 medium onions, chopped, 1/4 cup green pepper, chopped. Saute' until tender. Blend in 3 tablespoons flour and add 2 cups milk. stir and cook until thickened. Remove from heat. Add in 1 teaspoon salt and 1/4 teaspoon pepper. Stir in 1/2 cup shredded Cheddar cheese. Stir until blended.

Turn drained potatoes and carrots into buttered 2 quart casserole. Pour sauce mixture on top. Stir lightly. Mix 2 tablespoons bread crumbs and 1 tablespoon melted butter together. Sprinkle on top of casserole. Bake at 350 degrees or 30 minutes.