A process for preparing phenolepoxy resin represented by the following formula: ##STR1## wherein: (a) R.sup.1, R.sup.2, R.sup.3, and R.sup.4, which can be the same or different, are hydrogen, C.sub.1 to C.sub.6 alkyl groups, C.sub.6 to C.sub.10 aromatic groups, or C.sub.1 to C.sub.6 alkyl group-substituted C.sub.6 to C.sub.10 aromatic groups; (b) R.sup.5 and R.sup.6, which can be the same or different, are hydrogen, C.sub.1 to C.sub.6 alkyl groups, C.sub.6 to C.sub.10 aromatic groups, or C.sub.1 to C.sub.6 alkyl group-substituted C.sub.6 to C.sub.10 aromatic groups; ##STR2## (c) R.sup.7 is hydrogen, C.sub.1 to C.sub.6 alkyl groups, C.sub.6 to C.sub.10 aromatic groups, or C.sub.1 to C.sub.6 alkyl group-substituted C.sub.6 to C.sub.10 aromatic groups; (d) R.sup.8 and R.sup.9, which can be the same of different, are hydrogen, C.sub.1 to C.sub.6 alkyl groups, C.sub.6 to C.sub.10 aromatic groups, or C.sub.1 to C.sub.6 alkyl group-substituted C.sub.6 to C.sub.10 aromatic groups; and (e) n is an integer of 0 or 1. The phenolepoxy resin can be advantageously used in making packaging materials for ICs, as a substrate additive for printed circuit boards, and as adhesive for the electronic industry. The process includes the steps of preparing a reaction medium which contains only polyphenol, epihalohydrinl and an imidazole catalyst, and then causing the reaction medium to react in the absence of an aqueous phase.