PREHEAT oven to 350°F.  Butter and lightly flour two 9-inch layer pans.

For Cake:

SIFT Swans Down Cake Flour once, measure, add baking powder, salt and sugar and sift once more.

MIX  together at low speed for 2 minutes, softened butter, flour mixture, 3/4 of the milk and vanilla.

ADD eggs, and remaining milk and beat 1 minute longer.

POUR batter into prepared pans.  Bake about 20-25 minutes; until tester inserted in center comes out clean.  Cool in pans 10 minutes.  Remove from pans and cool completely on wire racks.

FROST with Chocolate Butter Frosting.

For Frosting:

CREAM butter and 2 cups powdered sugar in small bowl.  Beat in vanilla and melted chocolate.

ADD remaining powdered sugar gradually, beating well after each addition.

THIN with milk to reach desired consistency.