A heat-radiating structure is equipped with a heat-radiating sheet, a case and exothermic bodies. Heat-radiating sheet is equipped with a graphite sheet, and an electrically insulating elastic layer provided on surface thereof. The average thickness of graphite sheet is 300 .mu.m or less. Elastic layer is formed from an elastic composition containing a particulate heat-conducting filler. The average thickness of elastic layer is 10 to 280 .mu.m. The average particle diameter of the heat-conducting filler is 50% or less of the average thickness of elastic layer. In the elastic composition, the content of the heat-conducting filler is 30% by volume or more, and the content of heat-conducting filler in which the average particle diameter is 95% or more of the average thickness of elastic layer is less than 15% by volume. The free space within case is less than 20% of the volume of case.