2/3 c. butter
3 eggs
1 2/3 c. sugar
2 c. flour
2/3 c. cocoa
1 1/3 c. water
1/2 c. oil
1/2 tsp. vanilla

Combine butter, sugar, eggs and vanilla. Beat in high speed with mixer, for 3 minutes. Combine flour, cocoa; add alternately with water to creamed mixture. Blend until cocoa is dusted. Bake at 350 degrees for 30 to 35 minutes in 2 (9 inch) greased cake pans.

COCOA FUDGE FROSTING:

1/2 c. butter
1/2 c. cocoa
1 box confectioners' sugar
1/2 c. minus 1 tbsp. milk
1 tsp. vanilla

Melt butter in saucepan over medium heat. Add cocoa, heat until mixture begins to boil. Pour into small mixing bowl. Add confectioners' sugar and milk, beating well. Blend in vanilla. Spread frosting over cake while warm.