1 1/2 c English Walnuts

3 c All-purpose Flour, sifted

3 ts Baking Powder

2 ts Salt

2 c Brown Sugar, packed

4 Large Eggs

1 c Oil

1 1/2 ts Cinnamon

1 ts Nutmeg

1/4 ts Ground Cloves

3 tb Milk

3 c Carrots, grated

Chop 1/2 walnuts fine. Grease 3 9-inch layer cake pans well. Sprinkle each with about 2 1/2 tablespoons to coat. Chop remaining walnuts a little more 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 walnuts. Divide batter evenly in pans. Bake at 350 degrees 25 minutes or until cakes test done. Let stand in pans on wire racks 10 minutes. Turn cakes out onto racks to cool. When cold, frost with a butter cream frosting. Decorate with walnut halves. -----