3 sticks butter
5 eggs
1 c. milk
3 c. plain flour
3 c. sugar
1/2 tsp. baking powder
1/2 tsp. salt
1/2 c. cocoa
2 tsp. vanilla

Cream butter, add sugar and blend. Add eggs one at a time, beat well after each one. Sift dry ingredients 3 times. Add alternately with milk and vanilla. Bake 1 hour and 40 minutes at 325 degrees. Cool on rack. Ice with Caramel Filling.