Ultimate Macaroni and Cheese With Ham Casserole

"Elbow macaroni in a rich cheese sauce combining the creamy smoothness of Velveeta and the tangy flavor of real cheddar laced with bits of sweet virgina ham. Comfort food at its best!!!"
photo by Joanne117 photo by Joanne117
photo by Joanne117
photo by Joanne117 photo by Joanne117
Ready In:




  • Grate onion, drain juice, set aside. Cube most of Velveeta, shred remaining 2 oz. Put a pot of water on to boil. Heat oven to 350 degrees. Melt 4 tablespoons butter in small dish (for breadcrumbs), and melt 6 tablespoons butter in another large saucepan.
  • When butter in large saucepan is melted, sauté onion until golden. Add breadcrumbs to the 4 tablespoons of butter, and stir well, on medium heat, until golden brown (will take a while, keep stirring). When onion is golden, add flour, stir well and cook (while stirring) about 2 minutes. Add dry mustard and Worcestershire sauce. Then add milk gradually, while stirring.
  • Cook on medium heat until sauce comes to a boil and thickens, stirring often. Add salt, then cubed Velveeta. Then add all shredded cheddar except 1 ½ cups. When cheese is melted taste to see if more salt is needed. Add ham and stir well. Cook macaroni about 6 or 7 minutes, should still be a little firm. Drain well and add to cheese sauce mixture. Spray a 9 X13 pan with nonstick cooking spray. Fill with cheese macaroni mixture, and spread evenly. Dot top with remaining Velveeta, then mix remaining cheddar with bread crumbs and spread evenly on top of macaroni mixture. Bake at 350 degrees until bubbly 20 to 30 minutes.

Questions & Replies

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  1. lkitambrose
    Very good comfort food at its best! I would make this again, but steps should be edited. Instructions seem to jump around. I sustituted milk with unsweetened coconut milk and substituted 1/2 Velveeta with Cheese Whiz. Instead of bread crumbs I used crushed up corn flakes and I did not have dry mustard so used a tablespoon of Grey Poupon
  2. Sissy L.
    Made tonight! Yummy! Added the optional ham but also added some fresh broccoli. Crushed croutons (nicely browned with butter) for the top. Absolutely the bomb! Thanks!
  3. Rick P.
    this is the only recipe I use for mac n cheese have been baking it this way for years and received so many compliments. No need to change anything on this. Absolutly a big hit!!!
  4. Heatherniccorn
    Wow! This dish is yummy. I made it tonight and my family of 5 loved it, and with leftovers for tomorrow:) I did add 2-3 cups broccoli (boiled with noodles the last 3 minutes to soften) to make up for all that butter lol. This is definitely a keeper.
  5. Hope2BChef
    YUM! Husband LOVED this dish! Very good with the sharp cheddar. Instructions need a bit of editing. The steps should be separated since there are several steps in each and I couldn't tell if the author wanted the bread crumbs browned or was just referring to the onions. This recipe is the ultimate in comfort food (just don't look at the nutrition facts)!


  1. theboysmom
    I made this with just a few changes - I used skim milk instead of whole and left out the dry mustard. It was very moist and delicious! It makes a VERY generous 9 x 13 pan, so if you are cooking for a smaller family, you could easily divide this recipe and freeze half. My only hesitation in making it was the daunting amount of butter, but who eats mac and cheese for the health of it, right?! Thanks for sharing - this one goes into the recipe box!


I live in Long Island, New York with my husband of 31 years, my son, daughter and 8 year old granddaugher. I love animals, have two dogs and a cat. I love to cook and bake. I love photography/computers and have been trying to start my own business creating slideshows from photographs. I work full time as an Executive Assistant.
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