1/4 cup butter or margarine divided
1/4 cup flour
1 cup milk
1/2 lb. (8 oz.) VELVEETA®, cut into 1/2-inch cubes
2 cups elbow macaroni cooked
1/2 cup Shredded Cheddar Cheese
bread crumbs (about 1/4 cup)
Heat oven to 350°F.
Melt 3 Tbsp. butter in medium saucepan on medium heat. Whisk in flour; cook 2 min., stirring constantly. Gradually stir in milk. Bring to boil; cook and stir 3 to 5 min. or until thickened. Add VELVEETA; cook 3 min. or until melted, stirring frequently. Stir in macaroni.
Spoon into 2-qt. casserole sprayed with cooking spray; sprinkle with Cheddar. Melt remaining butter; toss with bread crumbs. Sprinkle over casserole.
Bake 20 min. or until heated through.