2 c. flour
2 tsp. baking powder
1 1/2 tsp. baking soda
1 tsp. salt
1 1/2 c. oil
2 c. sugar
4 eggs
2 c. grated carrots
1 sm. can crushed pineapple
1/2 c. chopped nuts
2 tsp. vanilla

Sift dry ingredients together; blend in oil, sugar and eggs. Beat until well blended. Mix in carrots, pineapple, nuts and vanilla. Pour into two greased and floured 8 or 9 inch round pans. Bake at 350 degrees for 35 to 40 minutes. Cool layers for 10 minutes in pans. Remove to racks; cool thoroughly.

FILLING:

3 1/2 c. powdered sugar, sifted
1/2 c. butter, softened
1 tsp. vanilla
1 (3 oz.) pkg. cream cheese

Blend powdered sugar with butter, vanilla and cream cheese. Spread between layers and on top of cake. Let frosting drizzle down side of cake.