--TOMATO SAUCE--
2 tb Olive oil
1/2 c  Onion; finely chopped
2 c  Tomatoes; coarsely chopped
-but not drained
3 tb Tomato paste
1 tb Fresh basil; finely chopped
-or dried basil
1 tb Sugar
1/2 ts Salt
Freshly ground black pepper
-to taste

–MEAT FILLING–
2 tb Olive oil
1/4 c Onion; finely chopped
1 ts Garlic; finely chopped
1 pk (10-oz) frozen spinach;
-thawed squeezed
-completely; chopped
2 tb Butter
1 lb Ground round steak
5 tb Parmesan cheese
1 pk (8-oz) Mozzarella cheese
2 tb Heavy cream
2 Eggs; lightly beaten
1/2 ts Dried oregano
Salt & fresh ground black
-pepper to taste
1 Hamburger bun; grated for
-crumbs

–WHITE SAUCE–
4 tb Butter
4 tb Flour
1 c Milk
1 c Heavy cream
1 tb Salt
1/8 tb White pepper

–ASSEMBLING AND BAKING–
Manicotti pasta; boiled in
-salted water
2 tb Butter
4 tb Grated Parmesan cheese

Heat olive oil in an 8 to 10 inch enameled or stainless steel skillet. Add
onions and garlic; cook over moderate heat, stirring often, for 7 to 8
minutes until they are soft but not brown. Stir in spinach and cook,
stirring constantly, for 3 to 4 minutes. When all moisture has been boiled
away, and the spinach sticks lightly to the pan, transfer tbe mixture to a
large bowl. Melt 1 tablespoon butter in the same skillet and lightly brown
the beef, stirring constantly to break up any lumps. Add the beef to the
onion spinach mixture. Season with salt and pepper. Mix well.

In a heavy 2 to 3 quart saucepan, melt the butter over moderate heat.
Remove the pan from the heat and stir in the flour. Pour in the milk and
cream all at once, whisking constantly until the flour is partially
dissolved. Return pan to the heat (high) and cook, stirring constantly with
whisk. When the sauce comes to a boil and is smooth, reduce the heat.
Simmer, still stirring, for 2 to 3 minutes longer, or until sauce is thick
enough to coat the wires of the whisk heavily. Remove sauce from the heat;
season with salt and pepper.

Preheat oven to 375 degrees. Place a tablespoon of filling in each piece
of boiled Manicotti pasta. Pour just a little of the tomato sauce into two
10×14 shallow baking dishes. Lay the cannelloni side by side in one layer
on the tomato sauce. Pour the white sauce over it and spoon the rest of the
tomato sauce on top. Scatter in 4 tablespoons grated cheese and dot with 2
tablespoons butter. Bake until bubbly; slide under broiler about 30
seconds. Serves 12.