1. Preheat oven to 350-F Grease three 9-inch-round cake pans. Line bottoms with waxed paper. Grease paper, and flour insides of pans. Com- bine flour and baking powder in bowl.

2. Beat butter and sugar in another bowl at medium speed until smooth. Add eggs, beating until smooth. At low speed, alternately beat in flour mixture and milk. Beat in vanilla. Scrape into prepared pans, dividing evenly.

3. Bake in 350-F oven 20 to 25 minutes or until wooden pick comes out clean. Cool in pans on wire racks 10 minutes. Remove cakes from pans and cool completely on racks.

4. Meanwhile, prepare Icing: Melt butter in saucepan over low heat. Add brown sugar and milk. Bring to boiling, stirring to dissolve sugar. Remove from heat. Cool. Beat lOX sugar into milk mixture until smooth.

5. Frost and stack cake layers on cake plate, spreading 1/3 cup icing between each layer. Frost top and sides of cake with remaining icing. Note: Although the amount of icing seems small, it is enough to frost the cake. If you wish, the recipe may be doubled.

Nutrient Value Per Serving:

449 calories, 5 g protein, 19 g fat, 65 g carbohydrate, 123 mg sodium, 102 mg cholesterol. Exchanges: 1 starch/bread, 1/4 meat, 1/10 milk, 3 fruit, 4 3/4 fat.

<Nitro_II@classic. Msn. Com> on Dec 4, 97