FILLING:

1/4 c. minced dried onion
1/2 tsp. dried minced garlic
1/4 c. water
1 lb. ground beef
1 (10 oz.) pkg. frozen chopped spinach, thawed & drained
1/4 c. grated Parmesan cheese
1 tsp. dried oregano, crushed
3/4 tsp. salt
1/8 tsp. pepper
2 beaten eggs
2 tbsp. milk
8 oz. fresh mushrooms, sliced

CHEESE SAUCE:

1/4 c. butter
1/4 c. flour
2 c. milk
1/2 c. shredded Provolone or Mozzarella cheese
12 manicotti shells
1 (32 oz.) jar meatless spaghetti sauce

FOR FILLING: Combine onion, garlic and water. Let stand 5 minutes. Cook ground beef, mushrooms and onion mixture in a large skillet until meat is brown. Drain well. Stir in drained spinach, Parmesan cheese, oregano, salt and pepper. Stir in eggs and milk. Set aside.

FOR CHEESE SAUCE: Melt butter in a medium saucepan. Stir in flour and dash of pepper. Add milk all at once. Cook and stir over medium heat until mixture is thickened. Stir in cheese until melted. Set aside.

Cook manicotti shells according to package directions. Rinse in cold water. To assemble, fill each manicotti shell with about 1/3 cup filling. Spread half of the cheese sauce in the bottom of a 13 x 9 x 2 inch pan. Pour half of the spaghetti sauce over cheese sauce. Top with the filled manicotti shells. Pour remaining spaghetti sauce over shells. Drizzle remaining cheese sauce over spaghetti sauce. Bake, covered, in a 375 degree oven for 30 to 40 minutes or until cannelloni are heated through.

Makes 6 servings.