Instructions: 1. In a large saucepan, melt butter over medium heat. Stir in green pepper and mushrooms and cook until softened but not browned, about 5 minutes.

2. Stir in flour. Cook, stirring, 1 minute. Gradually add tomatoes and their liquid, stirring constantly.

Add milk, cheese, mustard, Worcestershire, and clams with liquid and cook, stirring, until heated through and cheese has melted, about 5 minutes. Transfer to chafing dish or fondue pot.

COMMENTS: The subtle flavor of clams makes this a favorite with shellfish lovers. Serve with crackers or French bread.

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