HEAT oven to 325ºF.
MIX butter, crumbs, 1/4 cup sugar and 1/2 tsp. cinnamon; press onto bottom of 13x9-inch pan. Bake 10 min.
BEAT cream cheese, vanilla and the remaining sugar and cinnamon in large bowl with mixer until blended. Add sour cream; mix well. Add eggs, 1 at a time, beating after each just until blended. Stir in carrots; spread over crust.
BAKE 45 to 50 min. or until center is almost set. Cool completely. Refrigerate 4 hours. Serve topped with COOL WHIP.