EXHIBIT (a)(5)

                           [NORSTAN, INC. LETTERHEAD]]

                                   MEMORANDUM


TO:               (EMPLOYEE NAME)

FROM:             JIM GRANGER

DATE:             DECEMBER 17, 2001

SUBJECT:          NORSTAN'S STOCK OPTION EXCHANGE PROGRAM

I am pleased to announce NORSTAN'S STOCK OPTION EXCHANGE PROGRAM and offer you
the opportunity to more fully utilize some of your Norstan stock options, and to
do so sooner than originally planned.

The decline of Norstan's stock price since early 1998 has kept many of your
stock options "under water", that is, our stock price has been well below the
strike price of some options you have received over the years. However, we have
developed a one-time, voluntary program allowing you the opportunity to exchange
your higher-priced options for options to be issued in the near future.

On September 13, 2001, Norstan's Board of Directors approved a "Stock Option
Exchange Program" whereby eligible Norstan stock optionees may elect to
participate in the Program and exchange stock option(s) previously awarded at a
price of $15.00 or more, for a stock option to be granted in the future at the
then fair market value (FMV). The Program provides you the opportunity to
receive a replacement stock option that may be more beneficial to you, while
having no financial impact on Norstan.

Only employees who received Norstan option grants in May or June 2001 are
eligible to participate in this option exchange program. These employees were
excluded from the exchange program conducted earlier this year because their
participation would have resulted in adverse financial accounting consequences
to Norstan.

PROGRAM SUMMARY

         The following Program Summary is not a complete description of the
Norstan Stock Option Exchange Program and is qualified in its entirety in
reference to the Program documentation listed below.

o    Since you have outstanding stock option(s) with an exercise or option price
     of $15.00 per share or higher, you are being offered a one-for-two
     exchange, meaning canceling two shares of your previously granted stock
     options to receive one FMV-priced option in the future.

o    If you elect to participate in the Program, Norstan proposes to issue a new
     option six months and one day after the cancellation of your exchanged or
     old options at the then FMV.



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o    No additional options can be granted to you during this six-month period if
     you accept this exchange.

o    This new option will vest in one-third increments, with the first third
     vesting immediately upon the date of the new grant, another third after one
     year and the final third after two years from the date of the new grant.

REQUIRED ACTIONS

To participate in the "Stock Option Exchange Program" and take advantage of this
offer:

o    Fully review all Program documentation including:

          -    Tender Offer Statement (Schedule TO) filed with the SEC

          -    Offer to Exchange document Dated December 17, 2001

          -    Acceptance Letter

o    Verify your eligible options as listed in your "Acceptance Letter".

o    Understand that Norstan proposes to award you a new option for a number of
     shares equal to half the number of option shares you are exchanging. The
     strike price of the new option will be the FMV of Norstan's common stock on
     the date six months and one day after the old options are cancelled (i.e.
     you elect to participate and exchange 2,000 option shares with an option
     price of $15.00 for the right to receive an option for 1,000 shares in six
     months at the then FMV.

o    Sign, date and return the "Acceptance Letter" to Mary Kiernan in Minnetonka
     by January 17, 2002.

YOU MUST RETURN THE "ACCEPTANCE LETTER" TO MARY KIERNAN IN MINNETONKA BY JANUARY
17, 2002 UNLESS THE OFFER IS EXTENDED. ANY "ACCEPTANCE LETTERS" RECEIVED AFTER
THE EXPIRATION DATE OF THE OFFER WILL NOT BE ACCEPTED AND YOU WILL NOT BE
ALLOWED TO PARTICIPATE IN THE PROGRAM. NO EXCEPTIONS WILL BE MADE!!!

I encourage you to carefully review and consider the provisions of the Stock
Option Exchange Program. I am confident that with your help, we will continue
our recent success and return to consistent profitability. In addition, I hope
the Exchange Program plays a role in helping you achieve some of your long-term
financial goals.

[X]

President & Chief Executive Officer

enclosures



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