Directions:

1. Heat oven to 350°F. Grease and flour two 8-or 9-inch round baking pans.

2. Beat butter and sugar in large bowl until fluffy. Add eggs and vanilla; beat 1 minute on medium speed of mixer. Stir together flour, cocoa, baking soda and salt; add alternately with water to butter mixture, beating until well blended. Pour batter into prepared pans.

3. Bake 35 to 40 minutes for 8-inch layers; 30 to 35 minutes for 9-inch layers or until wooden pick inserted in center comes out clean. Cool 10 minutes; remove from pans to wire racks. Cool completely.

4. Frost with ONE-BOWL BUTTERCREAM FROSTING or FLUFFY PEANUT BUTTER FROSTING. 8 to 10 servings.



ONE-BOWL BUTTERCREAM FROSTING

6 tablespoons butter or margarine, softened
2-2/3 cups powdered sugar
1/2 cup HERSHEY'S Cocoa or HERSHEY'S SPECIAL DARK Cocoa
1/3 cup milk
1 teaspoon vanilla extract

Beat butter in medium bowl. Add powdered sugar and cocoa alternately with milk; beat to spreading consistency (additional milk may be needed). Stir in vanilla. About 2 cups frosting.


FLUFFY PEANUT BUTTER FROSTING

1 cup milk
3 tablespoons all-purpose flour
1 cup sugar
1/2 cup REESE'S Creamy Peanut Butter
1/2 cup shortening
1 teaspoon vanilla extract
Dash salt

Gradually stir milk into flour in small saucepan. Cook over low heat, stirring constantly, until very thick. Transfer to medium bowl; press plastic wrap directly on surface. Cool to room temperature, about 1/2 hour.

Add sugar, peanut butter, shortening, vanilla and salt. Beat on high speed of mixer until frosting becomes fluffy and sugar is completely dissolved. About 3 cups frosting.

	Amount Per Serving	%DV *
Total Fat	33g	0%
*Percent Daily Values are based on a 2,000 calorie diet.