CAKE:

1 pkg. Pillsbury Plus German chocolate cake mix
2 c. finely shredded carrots
1/4 c. firmly packed brown sugar
1 tsp. cinnamon
1/4 tsp. nutmeg
1/2 c. water
8 oz. pkg. cream cheese, softened (reserve 2 oz.)
3 eggs
1/2 c. chopped walnuts

FROSTING:

1 can Pillsbury Ready to Spread milk chocolate or vanilla frosting supreme
2 oz. cream cheese, softened
1 1/2 tsp. cinnamon

Heat oven to 350 degrees. Grease and flour 13"x9" pan. In large bowl, combine all cake ingredients except 2 ounces cream cheese and nuts at low speed until moistened; beat 2 minutes at highest speed. Fold in nuts. Pour into prepared pan.

Bake at 350 degrees for 35 to 45 minutes or until toothpick inserted in center comes out clean. Cool completely.

In small bowl, combine frosting ingredients at low speed. Beat at highest speed until smooth. Frost cooled cake. Store in refrigerator. 12 servings.