TOTAL TIME: Prep: 15 min. Bake: 40 min.
MAKES: 18 servings


  • 4 pounds carrots, cut into 1/2-inch slices
  • 1-1/4 cups chopped onions
  • 11 tablespoons butter, divided
  • 5 tablespoons all-purpose flour
  • 1/2 teaspoon salt
  • 1/2 teaspoon celery salt
  • 1/2 teaspoon ground mustard
  • 1/8 teaspoon pepper
  • 2-1/2 cups milk
  • 10 ounces process cheese (Velveeta), cubed
  • 5-1/2 cups cubed day-old bread

Nutritional Facts

1 cup: 218 calories, 13g fat (8g saturated fat), 34mg cholesterol, 475mg sodium, 21g carbohydrate (11g sugars, 4g fiber), 7g protein.


  1. Place carrots in a Dutch oven and cover with water; bring to a boil. Reduce heat; cover and simmer until tender, about 10 minutes. Drain and set aside.
  2. In a large saucepan, saute onions in 4 tablespoons butter until tender. Stir in the flour, salt, celery salt, mustard and pepper until blended. Gradually add milk. Bring to a boil; cook and stir for 2 minutes. Stir in cheese until melted. Add carrots and stir to coat.
  3. Transfer to a greased 13-in. x 9-in. baking dish. Melt remaining butter; toss with bread cubes. Sprinkle over the carrots. Bake, uncovered, at 350° for 40-50 minutes or until heated through. Yield: 18 servings.
Originally published as Cheesy Carrot Casserole in Taste of Home October/November 2001, p54

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