2-3 lbs. carrots
1/2 lb. Velveeta cheese
1 can cream of celery soup

Cook carrots without salt; drain. Heat cheese and soup over low heat in saucepan. Mix with cooked carrots. Melt butter in frying pan; coat some bread crumbs with butter. Spread crumbs on top of carrot mixture. Bake at 325 degrees for 20 minutes.