This is billed as the richest carrot cake receipe ever.

1. Lightly grease and flour a 10-by-4-inch tube pan. Sift flour with baking powder, sodat, cinnamon and salt; set asode. Wash and pare carrots; grate on medium grater or use coarse blade of food processor. Should measure 4 cups. Preheat oven to 350F.

2. In large bowl of mixer, at high speed, beat butter and brown and granulated sugars, occasionally scraping side of bowl with rubber scraper, until light and fluffy-about 4 minutes. Add eggs, one at a time; beat well after each addition until smooth and light.

3. In measuring cup, combine lemon and orange peels and juices. At low speed, beat in flour mixture (in fourths), alternately with lemon-orange mixture (in thirds), beginning and ending with flour mixture. Beat just until smooth-about 1 minute.

4. With wooden spoon, stir in grated carrot, nuts and raisins; mix well. Turn into the prepared tube pan; spread evenly. Bake 60 minutes, or until a cake tester inserted in center of the cake comes out clean. Cool in pan on wire rack 20 minutes, to cool slightly.

5. Meanwhile, make cream-cheese glaze: In medium bowl, combine cream cheese, lemon juice, lemon peel and confectioners' sugar. With portable electric mixer at high speed, beat mixture until smooth. Set aside. Gently loosen edge of cake with spatula.

6. Turn out of pan onto rack. Spread glase over top of the warm cake, letting it run down side of cake. Carefully remove cake to cake platter. Sprinkle chopped walnuts around top edge of cake. Serves 12.