1. Soak mushrooms in warm water til soft, about 30 min. Drain, squeeze excess water, chop and set aside.

2. In a large pot, bring salted water to a boil. Add rigatoni and cook for about 6 min., they should be al dente.

3. Drain pasta and transfer to a bowl. Add 2 1/2 T. butter and toss well. Pre heat oven to 350.

4. In a saucepan melt 2 1/2 T. butter, add flour and stir til smooth. Stirring constantly, add milk.

5. Continue stirring til smooth and creamy, about 10 min.

6. Remove from heat, add mushrooms, sprinkle with nutmeg and stir. Season to taste with salt and pepper.

7. Grease an 8x12 ovenproof dish with remaining butter and arrange 1/3 rigatoni in the dish.

8. Sprinkle 1/3 of the cheese and ham over the top and spoon on 1/3 of the sauce.

9. Repeat layers 2 more times, ending with sauce.

10. Place in oven and bake 20 min., or til bubbly. Serve with a crusty bread.