3/4 c. butter
1 3/4 c. sugar
2 eggs
1 tsp. vanilla
2 c. flour
3/4 c. cocoa
1 1/4 tsp. baking soda
1/2 tsp. salt
1 1/3 c. water

Cream butter and sugar until light and fluffy. Add eggs and vanilla; beat 1 minute at medium speed.

Combine flour, cocoa, baking soda and salt. Add alternately with water to creamed mixture. Pour batter into 2 greased and floured 8 inch cake pans. Bake 35 to 40 minutes. Cool and frost.

SMOOTH & CREAMY FROSTING:

1 pkg. (4 serving size) instant pudding & pie filling
1/4 c. powdered sugar
1 c. cold milk
1 container (8 oz.) Cool Whip, thawed

Combine pudding mix, sugar and milk in small bowl. Beat slowly with beater (low speed) until well blended, about 1 minute. Fold in Cool Whip. Spread on cake. Cake must be refrigerated.