2 lb. carrots, sliced & cooked until tender
2 sticks butter
1 (8 oz.) pkg. Velveeta cheese
4 slices bread, cut into cubes

Place cooked carrots in ungreased casserole dish (I use a 2 quart dish and have also used a 10 x 10 inch, but any size will do). Melt 1 1/2 sticks butter with the 8 ounce Velveeta cheese.

Saute bread cubes in other 1/2 stick butter. Pour cheese and butter mixture over carrots; place bread cubes on top. Bake uncovered at 350 degrees for 25 minutes.