1 lb. ground beef
1 lg. onion, chopped
1 c. diced celery
3/4 c. grated carrot
2 (14 oz.) cans Italian style tomatoes, undrained
1 tsp. salt
1 tsp. dried whole oregano
1/2 tsp. pepper
1/ tsp. garlic powder
1 (8 oz.) pkg. shell macaroni
1 (10 oz.) pkg. frozen chopped spinach, thawed
1/2 c. grated Parmesan cheese

Combine beef, onion, celery and carrots in a large skillet; cook until meat is browned, stirring to crumble. Drain off drippings. Add next 5 ingredients. Reduce heat, cover and simmer 30 minutes, stirring occasionally.

Cook macaroni according to package directions; drain.

Combine meat mixture, macaroni and spinach; mix well. Pour into a lightly greased 12"x8"x2" baking dish. Cover and bake at 350 degrees for 25 minutes. Uncover casserole, sprinkle with cheese and bake an additional 3 minutes. Yield: 6 servings.