COOK potatoes in boiling water to cover for 15 minutes or until tender; DRAIN and MASH.
ADD butter and cream cheese; BEAT at medium speed with mixer until smooth.
STIR in half of cheddar cheese together with remaining ingredients.
Lightly GREASE a 11 x 7 x 1/2-inch baking dish.
SPREAD potato mixture into dish.
BAKE, uncovered, at 350 F for 25 to 30 minutes or until thoroughly heated.
SPRINKLE with remaining 1/2 cup of cheddar cheese; BAKE an additional five minutes or until cheese melts.
OPTIONAL PHYLLO STEP: BRUSH thawed sheets with butter; ARRANGE half of sheets on bottom of dish.
OPTIONAL PHYLLO STEP: TOP mixture with remaining phyllo sheets.
Recipe may be made ahead. Prepare through step four; cover and refrigerate up to 24 hours. Remove from refrigerator and let stand, covered, for 30 minutes. Uncover and bake as directed.
Per Serving (excluding unknown items): 489 Calories; 32g Fat (58.1% calories from fat); 12g Protein; 40g Carbohydrate; 4g Dietary Fiber; 91mg Cholesterol; 752mg Sodium. Exchanges: 2 1/2 Grain(Starch); 1 Lean Meat; 1/2 Vegetable; 0 Non-Fat Milk; 5 1/2 Fat.