4	Cups	Carrots, sliced
3	Tbsp.	Butter or margarine
1	Medium	Onion, chopped
1	Can (10 3/4 oz.)	Cream of Celery soup, undiluted
1/2	Tsp.	Salt
1/4	Tsp.	Ground black pepper
1/2	Cup	Cheddar cheese, shredded
2	Cups	Herb seasoned stuffing mix
1/3	Cup	Butter or margarine, melted

Cook carrots in small amount of boiling water for 10 minutes or until tender; drain. Melt 3 tablespoons butter in a skillet over medium-high heat; add onion and cook until tender, stirring constantly. Stir in soup and next 3 ingredients; spoon into a lightly greased 2-quart baking dish, first the carrots and then the soup mixture. Combine stuffing mix and 1/3 cup melted butter; spoon evenly over carrot mixture. Bake at 350degrees for twenty minutes or until thoroughly heated.

SERVES: 6