2 c. sugar
3 c. flour
1 c. milk
1 c. butter
5 eggs
3 tsp. baking powder
2 tsp. vanilla

Cream sugar and butter until fluffy. Sift flour and baking powder. Add alternately flour and milk. Mix well. Add eggs, one at a time, beating well after each addition until all flour is used. Pour into 3 nine inch layer pans. Bake at 350 degrees for 25 to 30 minutes.

FROSTING:

1 box confectioners' sugar
4 tbsp. butter, melted
Dash of salt
3 tsp. vanilla
1/4 c. milk as needed

Combine.