1 stick butter
8 tbsp. flour
4 c. milk
1 lb. Velveeta cheese, cubed
4 c. ham, cubed
1 (16 oz.) med. shells, cooked

Add flour and butter over low heat. Add milk gradually and cubed cheese gradually until thickened. Heat until smooth and creamy. Add ham until warmed. Combine cooked shells and cheese mixture in 9 x 13 inch pan. Bake at 350 degrees until bubbly.