1 sm. pkg. shell macaroni
1 lb. ground beef
1 lb. Velveeta cheese
1/2 c. milk
1 can sm. green peas, drained

Prepare macaroni according to package directions; set aside. Brown ground beef and drain. Melt Velveeta cheese with milk in double boiler, add extra milk if needed to thin for sauce. Combine all ingredients and mix well. Place in greased casserole dish and bake at 350 degrees for 45 minutes.