1 c. sugar
1 c. vegetable oil
3 eggs
1 1/3 tsp. baking powder
1 1/3 tsp. baking soda
1 1/3 tsp. cinnamon
1 1/3 c. flour
2 c. grated carrots
1 c. walnuts, chopped

Combine sugar and oil and beat well. Add eggs, one at a time, beating well after each addition. Add flour, baking powder, soda and cinnamon. Mix in carrots and nuts. Bake for 1 hour at 305 degrees.

FROSTING:

1 c. confectioners' powdered sugar
1 (8 oz.) pkg. Philadelphia cream cheese
1 pkg. Dream Whip (prepare according to pkg.)

Cream the cheese and sugar. Combine Dream Whip with cheese and sugar. Spread all over cake.