1 c. cocoa
2 c. boiling water

4 eggs
1 1/2 tsp. vanilla
1 c. butter
2 1/2 c. sugar

1/2 tsp. salt
1/2 tsp. baking powder
2 tsp. baking soda
2 3/4 c. sifted all-purpose flour

At low speed add alternately the flour and cocoa mixture with egg mixture, beginning and ending with flour. Do not over beat. Pour into three 9 inch layers. Bake 25-30 minutes at 350 degrees.

FILLING:

Whip 1 cup whipping cream with 1 teaspoon vanilla and 1/4 cup powdered sugar. Fill between both layers.

FROSTING:

1/2 c. light cream
1 c. butter
2 1/2 c. powdered sugar
1 (6 oz.) pkg. semi-sweet chocolate chips, melted

Beat this together in large bowl placed in container of ice or snow. Beat until fluffy. It will lighten in color. Spread on cake and refrigerate at least 1 hour before serving.