CAKE:

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

FROSTING:

3 oz. cream cheese
2 c. confectioners' sugar
1 tsp. vanilla
1/4 c. butter

Combine sugar, flour, baking powder, soda, salt and cinnamon; blend in oil. Add eggs, one at a time, blending well after each addition. Fold in nuts and carrots. Pour into 9"x13" pan. Bake at 350 degrees for 45 minutes to 1 hour or until done. Blend frosting ingredients together and spread on cooled cake.