1 1/2 c. light brown sugar (firmly packed)
1/2 c. butter
2 tsp. baking powder
2 eggs
1 c. chopped walnuts
2 c. unsifted flour
1/2 tsp. salt
2 c. grated carrots

Melt butter in saucepan; add brown sugar and stir until blended. Remove from heat. Cool slightly.

Sift dry ingredients together. Beat eggs into cooked mixture, one at a time. Stir in flour mixture, blending well. Fold in carrots and nuts. Pour into greased and floured 9x13 inch pan. Bake at 350 degrees for 30 minutes. Cool and frost.

CREAM CHEESE FROSTING:

2 oz. cream cheese
1 tsp. vanilla
1/3 c. soft butter
1 1/2 c. powdered sugar

Beat with mixer.