To provide a heat-dissipating sheet having good close-contact properties with an adherend such as a heat-generating body and being easy to handle. A heat-dissipating sheet includes a heat-dissipating member including a graphite sheet, a first thermally conductive layer, and a second thermally conductive layer stacked in this order. The first thermally conductive layer contains a thermally conductive filler dispersed in a polymer matrix and has an outer shape larger than the graphite sheet when viewed in plan. The second thermally conductive layer contains a thermally conductive filler dispersed in a polymer matrix, is more flexible than the first thermally conductive layer, and has an outer shape identical to or smaller than the first thermally conductive layer when viewed in plan.