Heat oven to 350°.

Grease and flour two 9-inch round baking pans.

In large mixing bowl, mix butter, sugar, eggs and vanilla until fluffy. Beat 5 minutes on high speed, scraping bowl occasionally.

On low speed, add flour and milk until blended.

Pour into pans and bake 30-35 minutes or until wooden pick inserted in center comes out clean. Allow to cool.

Melt chocolate and allow to cool somewhat.

In small mixing bowl, blend sugar, butter, chocolate and vanilla on low speed. Gradually add milk until smooth and fluffy.