1/2 lb Mushrooms, sliced

1/4 c Margarine, divided

4 c Shredded carrots

1/2 c Chopped onion

1/4 c Flour

2 1/2 c Milk

1/2 ts Salt

ds Pepper 9 Lasagna noodles, cooked,

-drained 12 oz Shredded sharp cheddar

-cheese 16 oz Cream-style cottage cheese

10 oz Frozen chopped spinach,

-thawed, well drained 1 oz Grated parmesan cheese

1/2 c Chopped fresh parsley

Preheat oven to 375 degrees. Saute mushrooms in 1 Tbsp margarine until tender; remove from skillet. Saute carrots and onions in remaining 3 Tbsp margarine 5 minutes or until carrots are tender. Reduce heat to

medium. Blend in flour. Gradually add milk; cook, stirring constantly, until thickened. Stir in mushrooms. For first layer, arrange 3 noodles in bottom of greased 13x9" baking dish. Top with half the cheddar cheese and half the vegetable mixture. Cover vegetable mixture with 3 noodles and combined cottage cheese and spinach. Repeat first layer. Sprinkle with parmesan cheese. Bake 30 minutes; sprinkle with parsley. Let stand 10 minutes. *NOTES: This is a *big* hit with my family! I always use ricotta instead of cottage cheese -- works just great. Anne Callery -----