4 pkgs. frozen chopped spinach, cooked & drained
1 lg. jar Cheez Whiz, diluted with 1 tbsp. milk
1 can water chestnuts, drained & sliced
1 can fried onion rings
Italian falvored bread crumbs

Mix ingredients and pour into buttered casserole. Top with 1 can onion rings (optional) and Italian flavored bread crumbs. Bake at 350 degrees for 30 minutes.