1 lb. bag carrots, sliced in bite size
1/2 c. butter
1/2 lb. Velveeta cheese

Cook carrots until almost tender; drain. Butter casserole dish. Put carrots in buttered dish, melt cheese and butter; pour over carrots. Crumble cracker crumbs over top; butter. Bake at 350 degrees for 15 to 20 minutes.