2 c. sugar
2 c. flour
2 tsp. baking soda
2 tsp. cinnamon
1 tsp. salt
4 eggs
1 1/2 c. oil
3 c. grated carrots

FROSTING:

1 stick butter
1 (8 oz.) pkg. cream cheese
1 box. 10x sugar
1 tsp. vanilla
1 c. chopped walnuts

Combine dry ingredients and mix well. Add eggs and oil and mix well. Now add carrots and beat on medium speed for about 2 minutes. Grease and flour 3 (9 inch) round baking pans. Preheat oven 10 minutes at 350 degrees.

Pour batter into 3 pans and bake 25 to 30 minutes. Cool for 10 minutes, then turn onto cake racks.

Meanwhile, cream butter and cream cheese until light and fluffy. Beat in 10x sugar. Gradually add 1 teaspoon of vanilla. Beat. Add nuts and mix well. After cake is cooled, spread cream cheese filling between layers. Serves 16.