2 1/2 c. thinly sliced carrots
1 sm. onion, chopped fine
3 tbsp. butter
1 c. Velveeta cheese, cubed
1 c. Special K cereal

Cook carrots and onions until soft; drain. Add butter, cheese and Special K. Mix well. Put in a greased baking dish. Cook, uncovered, at 350 degrees for 35 minutes.