Marvelous Shells and Cheese

16 oz pasta shells
8 oz Velveeta cheese, cubed
2 c. fat-free cottage cheese
1/3 c. skim milk
1 can cream of onion soup
3 c. shredded Mexican cheese
1/4 c. margarine, melted
2/3 c. dry bread crumbs

1. Cook pasta. Meanwhile, in large saucepan, combine Velveeta and milk. Cook and stir over low heat until melted. Remove from heat. Stir in cottage cheese and soup.

2. Drain pasta and add cheese sauce. Stir until coated. Transfer to 9x13 greased baking dish. Sprinkle with Mexican cheese. Toss bread crumbs with melted butter/margarine; sprinkle over top.

3. Bake uncovered at 350 for 30-35 min. or until heated through.

**One of Kristi's recipes that we all love. I was a little reluctant to try because of the cottage cheese, but it's excellent. I have made this for our Dinner Club, and it's really easy to make large batches.