~Cook carrots and 3 tablespoons sugar in large pot of boiling salted water until carrots are very tender, about 25 minutes. Drain well. Return carrots to same pot; stir over medium heat until any excess moisture evaporates.

~Meanwhile, bring orange juice to simmer in heavy samll saucepan over medium heat. Add butter, ginger and orange peel; whisk until butter melts. Whisk in lemon juice and reamining 1 tablespoon sugar.

~Puree half of carrots and half of juice mixture in porcessor until smooth. Transfer to large bowl. Repeat with remining carrots and juice mixture. Season to taste with salt and pepper.