2 c. flour
1 3/4 c. sugar
2 tsp. baking soda
2 tsp. cinnamon
1 tsp. salt
1 c. oil
3 eggs, beaten
3 c. shredded carrots
1/2 c. chopped nuts
1 (8 oz.) pkg. cream cheese, softened
1 tsp. vanilla
5 1/2 c. powdered sugar

Combine dry ingredients. Add oil and eggs, mixing until well blended. Stir in carrot and nuts. Pour into 3 wax paper lined 8 or 9 inch layer pans. Bake at 350 degrees for 25-30 minutes or until wooden pick inserted in center comes out clean. Cool 10 minutes, remove from pans. Cool thoroughly.

Combine cream cheese and vanilla, mixing until well blended. Gradually add sugar, mixing well after each addition. Fill and frost cake.