In a large saucepan, combine the potatoes, water, carrots and onion. Bring to a boil; reduce heat, cover and cook 10-15 minutes or until tender.
Meanwhile in another saucepan, melt butter; stir in flour until smooth. Gradually add the milk, salt and pepper. Bring to a boil; cook and stir for 2 minutes or until thickened. Stir in cheese until melted. Stir into undrained potato mixture. Add ham and peas; heat through.
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