Ingredients:

  Amount  Measure       Ingredient -- Preparation Method
--------  ------------  --------------------------------
  5        tablespoons  regular margarine or butter
     1/2           cup  corn flake crumbs
     1/3           cup  onion -- chopped
  3        tablespoons  regular all-purpose flour
  1           teaspoon  salt
     1/8      teaspoon  pepper
  1 1/2           cups  milk
  1                cup  american cheese -- shredded
  4               cups  carrots -- sliced cooked and
                        drained -- (about 1 1/2 pounds)
  1         tablespoon  dried parsley flakes

Preparation:

Melt 2 tablespoons of the margarine. Combine with Corn Flake Crumbs. Set aside for topping. Melt the remaining 3 tablespoons margarine in a large saucepan over low heat. Add onion. Cook, stirring frequently, until onion is softened but not browned. Stir in flour, salt and pepper. Add milk gradually, stirring until smooth. Increase heat to medium and cook until bubbly and thickened, stirring constantly. Add cheese, stirring until melted. Remove from heat. Stir in carrots and parsley flakes. Spread mixture in greased 10 x 6 x 2 inch (1 1/2 quart) glass baking dish. Sprinkle Crumbs mixture evenly over top. Bake in oven at 350 degrees (F.) about 20 minutes or until thoroughly heated and bubbly. Remove from the oven. Let stand about 5 minutes before serving. MICROWAVE DIRECTIONS In small glass mixing bowl, microwave 2 tablespoons of the margarine on full power until heated. Combine with Corn Flake Crumbs. Set aside for topping. Measure the remaining 3 tablespoons margarine and the onion into 4-cup glass measuring cup. Microwave on full power 1 1/2 to 2 minutes or until onion is tender. Stir in flour, salt and pepper. Add milk gradually, stirring until smooth. Microwave on full power 5 to 6 minutes or until bubbly and thickened, stirring twice during cooking time. Add cheese, stirring until melted. Pour into ungreased 12 x 7 1/2 x 2 inch glass baking dish. Stir in carrots and parsley flakes. Microwave on full power 8 to 10 minutes or until thoroughly heated and bubbly. Sprinkle Crumbs mixture evenly over top. Microwave on full power 1 minute longer. Let stand 5 minutes before serving.

Nutritional Information:

111 Calories (kcal); 6g Total Fat; (47% calories from fat); 5g Protein; 9g Carbohydrate; 20mg Cholesterol; 514mg Sodium