CAKE:

1 pkg. yellow cake mix
1 pkg. (4 serving size) Jello vanilla instant pudding mix
1 1/3 c. water
4 eggs
1/4 c. oil
2 c. coconut
1 c. chopped nuts

Blend cake mix, pudding mix, water, eggs and oil in large mixer bowl. Beat at medium speed for 4 minutes. Stir in coconut and nuts. Pour into 3 greased and floured 9-inch pans. Bake at 350°F for 35 minutes. Cool in pans 15 minutes, remove and cool on rack. Top each layer with coconut cream frosting.

COCONUT CREAM FROSTING:

4 tbsp. butter
2 c. coconut
1 (8 oz.) pkg. cream cheese
2 tsp. milk
3 1/2 c. sifted confectioners' sugar
1/2 tsp. vanilla

Melt 2 tablespoons butter in skillet. Add 1/4 cup coconut; stir constantly over low heat until golden brown. Spread coconut on absorbent paper to cool.

Cream 2 tablespoons butter with cream cheese. Add milk; beat in sugar gradually. Blend in vanilla; stir in 1 3/4 cups of the coconut. Spread on tops of cake layers. Stack and sprinkle with remaining coconut that was browned.