3 c. flour
3 tsp. baking powder
1/2 tsp. salt
2 c. brown sugar, packed down
4 lg. eggs
1 c. vegetable oil
1 1/2 tsp. cinnamon
1 tsp. nutmeg
3 tbsp. milk

Combine the brown sugar, eggs, vegetable oil, cinnamon, nutmeg, and milk and mix well. Add flour, baking powder, and salt by folding in the flour. Last, add 3 cups of finely grated carrots and 1 cup of coarsely chopped walnuts.

Divide cake batter evenly into the 3 cake pans. Bake 25 minutes in 350 degree oven. When done, cool in pans 10 minutes and then remove from pans and cool further on rack.

"CARROT CAKE FROSTING":

Combine and beat together 6 ounces cream cheese, 3 cups confectioners sugar, 6 teaspoons lemon juice, and 4 tablespoons butter. Mix until smooth and creamy.