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NORSTAN, INC.
605 NORTH HIGHWAY 169
TWELFTH FLOOR
PLYMOUTH, MINNESOTA 55441
(612) 513-4500
August 26, 1998
TRANSMITTED VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C.
ATTENTION: KEITH PISANI, ESQ.
RE: SEC FILE NO. 333-60137; NORSTAN, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, please
accept this letter as a request for the Commission's consent to the withdrawal
of the Company's registration statement on Form S-3, File No. 333-60137 (the
"Registration Statement"). As a result of current stock market conditions, the
Company no longer intends to pursue the offering that was contemplated by the
Registration Statement.
No sales of the Company's securities have been made pursuant to the
Registration Statement.
Pursuant to Rule 477, upon the Commission's consent to withdrawal of
the Registration Statement, the Commission shall include an order in the file
for the Registration Statement stating that the Registration Statement has been
"withdrawn at the request of the registrant, the Commission consenting thereto."
Please return one dated copy of the order granting such withdrawal to the
undersigned.
Please direct all inquiries to Philip J. Tilton, counsel to the
Company, at (612) 672-8357 or to the undersigned at the number set forth above.
Yours very truly,
NORSTAN, INC.
/s/ Kenneth S. MacKenzie
Kenneth S. MacKenzie
Executive Vice President and Chief Financial
Officer
