A resin composition excellent in heat resistance after moisture absorption, lead-free solder reflow properties, dimensional stability and electrical characteristics for high-multilayer and high-frequency-capable printed wiring boards, which composition comprises a bisphenol A type epoxy resin (a) having at least two epoxy groups per molecule and a secondary hydroxyl group amount of 0.4 meq/g or less, a novolak type epoxy resin (b) at least two epoxy groups per molecule, a cyanate ester resin (c) having at least two cyanate groups per molecule and spherical silica having an average particle diameter of 4 .mu.m or less, wherein the equivalent ratio of cyanate groups/epoxy groups in the resin composition is in the range of 0.7 to 1.45, and a prepreg and a metal-foil-clad laminate each of which comprises the resin composition.