COOK pasta as directed on package. Meanwhile, brown meat in large deep skillet or Dutch oven on medium-high heat; drain. Return meat to skillet. Add carrots and onions; cook 5 min., stirring occasionally.
DRAIN pasta. Add to meat mixture with milk, peas and VELVEETA; stir. Cook on medium-low heat 5 min. or until VELVEETA is melted and mixture is heated through, stirring occasionally.
SPRINKLE with shredded cheese.