1 c Butter

1 3/4 c Sugar

3 Eggs

2 1/2 c Flour

1 ts Baking soda

1/2 ts Cinnamon

1 ts Nutmeg

1/2 ts Allspice

2 tb Baking cocoa

1/2 c Water

1 tb Vanilla

2 1/2 c Shredded carrots

3/4 c Chopped nuts

3/4 c Chocolate chips

Preheat oven to 350. Cream butter and sugar until light and fluffy. Add eggs one at a time, beating well after each addition. Sift dry ingredients together; add to creamed mixture alternately with water and vanilla. Fold in carrots, nuts and chips. Turn into prepared 9 x 13-inch pan. Bake for 45 minutes. Cool and frost with Cream Cheese Frosting -----