Cheddar-Bacon Mac and Cheese

1 ¾ cups elbow macaroni, uncooked

3 tablespoons butter or margarine

2 tablespoons flour

2 cups milk

2 cups KRAFT Shredded Sharp Cheddar Cheese, divided

3 slices OSCAR MAYER Center Cut Bacon, cooked, crumbled

Heat oven to 350 degrees F.

Cook macaroni as directed on package. Meanwhile, melt butter in large saucepan on low heat. Stir in flour; cook 2 min. or until bubbly. Gradually stir in milk; cook on medium heat until mixture comes to boil, stirring constantly. Simmer on low heat 3 to 5 min. or until thickened. Add 1 1/2 cups cheese; cook and stir 5 min. or until melted.

Drain macaroni. Add to sauce with bacon; mix lightly. Spoon into 1 1/2 quart casserole; top with remaining cheese.

Bake 20 min. or until heated through.