1

Preheat oven to 350°F. Grease and flour two 9-inch round baking pans.

2

Stir together sugar, flour, cocoa, baking powder, baking soda and salt in large mixer bowl. Add eggs, milk, oil and vanilla; beat on medium speed of electric mixer for 2 minutes. Stir in water (batter will be thin). Pour batter evenly into prepared pans.

3

Bake 30-35 minutes or until wooden pick inserted in center comes out clean. Cool 10 minutes; remove from pans to wire racks. Cool completely.

4

Prepare frosting: Melt butter. Stir in cocoa. Alternately add sugar and milk, beating to spreading consistency. Add small amount of additional milk, if needed. Stir in vanilla.

5

Spread frosting between layers and over top and sides of cake.