1 1/2 c. walnuts
3 c. flour
3 tsp. baking powder
1 tsp. salt
2 c. brown sugar, packed
4 lg. eggs
1 c. oil
1 1/2 tsp. cinnamon
1 tsp. nutmeg
1/4 tsp. cloves
3 tbsp. milk
3 c. grated carrots

Chop 1/2 cup walnuts fine. Grease three 9-inch layer cake pans well. Sprinkle each with about 2 1/2 tablespoons fine walnuts to coat. Chop remaining walnuts coarsely; set aside. Resift flour with baking powder and salt.

Combine sugar, eggs, oil, and spices. Beat at high speed until light and well mixed. Add half of flour mixture; stir until well blended. Add milk, then remaining flour. Stir in carrots and chopped nuts. Divide batter evenly in pans. Bake at 350 degrees for 25 minutes.

When cool, frost with cream cheese frosting and decorate with walnuts.