Melt butter in large saucepan on low heat. Remove half of butter; mix with bread crumbs. Set aside. Stir flour into remaining butter in saucepan; cook and stir 1 min. Gradually stir in milk until well blended; cook and stir until thickened. Add VELVEETA and 1-1/2 cups cheddar; cook until melted, stirring frequently. Stir in macaroni.
Spoon into 1-1/2-qt. casserole; top with remaining Cheddar and buttered crumbs.
Bake 20 min. or until heated through.
Assemble recipe as directed. Refrigerate up to 24 hours. When ready to serve, bake at 350°F for 30 min. or until heated through.
Calories From Fat
% Daily Value*
Total Fat 7g
Saturated Fat 3.5g
Trans Fat 0g
Total Carbohydrates 44g
Dietary Fibers 3g
* Percent Daily Values are based on a 2,000 calorie diet.
* Nutrition information is estimated based on the ingredients and cooking instructions as described in each recipe and is intended to be used for informational purposes only. Please note that nutrition details may vary based on methods of preparation, origin and freshness of ingredients used.