<PAGE>

================================================================================
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON DC 20549

                               -----------------

                                  FORM 10-K/A
                                Amendment No. 2

                               -----------------

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended July 3, 2004

                          Commission File No. 0-28452

                               -----------------

                         VELOCITY EXPRESS CORPORATION
            (Exact name of registrant as specified in its charter)

                               -----------------

         Delaware                  0-28452                  87-0355929
     (State or other       (Commission File Number)       (IRS Employer
       jurisdiction                                    Identification No.)
    of incorporation)

<TABLE>
    <S>                                                          <C>
    One Morningside Drive North, Bldg. B, Suite 300 Westport, CT   06880
              (Address of Principal Executive Offices)           (Zip Code)
</TABLE>

                                (203) 349-4160
             (Registrant's telephone number, including area code)

                               -----------------

   Securities registered pursuant to Section 12(b) of the Exchange Act: None

   Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, par value $0.004 per share.

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [_]  No [X]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

   Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes [_]  No [X]

   State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter: December 27, 2003: $3,386,179.

   As of July 3, 2004, there were 10,284,301 shares of Common Stock of the
registrant issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
                                     None

================================================================================

<PAGE>

                               EXPLANATORY NOTE

   Velocity Express Corporation is filing this Amendment No. 2 to its Form 10-K
for the year ended July 3, 2004, which was originally filed on December 23,
2004 (the "Original 10-K") and later amended by its Form 10-K/A Amendment No.
1, filed on January 7, 2005, to amend its Item 11 "Executive Compensation"
disclosure to revise the "Option Grants in Last Fiscal Year" table and to
conform certain disclosures regarding our Chief Executive Officer's
compensation to similar disclosures contained in the Company's proxy statement.
This Amendment No. 2 amends and restates in their entirety Items 11 of Part III
and Item 15 of Part IV of the Original 10-K, as amended. This Amendment No. 2
continues to represent the state of the Company as of the filing date of the
Original 10-K, and is not updated to reflect any events that occurred at a
later date. All information contained in this Amendment No. 2 is subject to
updating and supplementing as provided in our periodic reports filed with the
Securities and Exchange Commission subsequent to the date of the filing of the
Original 10-K.

                                       i

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
PART III......................................................................  1

   ITEM 11. Executive Compensation............................................  1

PART IV.......................................................................  8

   ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..  8

SIGNATURES....................................................................  9

FINANCIAL STATEMENT SCHEDULES................................................. 10

EXHIBIT INDEX................................................................. 11
</TABLE>

                                      ii

<PAGE>

                                   PART III.

ITEM 11.  EXECUTIVE COMPENSATION

   The following table sets forth, for the fiscal years ended July 3, 2004,
June 28, 2003 and June 29, 2002, the aggregate compensation paid or accrued
with respect to the Company's Chief Executive Officer and up to the four most
highly compensated executive officers other than the Chief Executive Officer
who were serving as executive officers as of July 3, 2004 (the "Named Executive
Officers"), based upon salary and bonus earned by such executive officers and
individuals in fiscal 2004.

                          SUMMARY COMPENSATION TABLE
                              ANNUAL COMPENSATION

<TABLE>
<CAPTION>
                                                                      Long-Term
                                                                    Compensation
                                       Annual Compensation             Awards
                                  ----------------------------- ---------------------
                                                                Restricted Securities
                                                 Other Annual     Stock    Underlying
  Name and Principal Position     Year  Salary  Compensation(2) Awards(3)  Options(4)
  ---------------------------     ---- -------- --------------- ---------- ----------
<S>                               <C>  <C>      <C>             <C>        <C>
Vincent A. Wasik(1).............. 2004 $510,000     $13,965       $   --          --
   Chief Executive Officer        2003       --          --        6,480          --
                                  2002       --          --           --      12,500
Jeffry J. Parell................. 2004   81,490         405           --          --
   Chief Executive Officer        2003  346,827       4,925           --          --
                                  2002  334,556       6,828           --     140,000
Andrew B. Kronick................ 2004  253,077          --           --     365,764
   Senior Vice President, Sales   2003  195,923       3,245           --          --
                                  2002  103,846       3,821           --      10,000
Wesley C. Fredenburg............. 2004  237,981          --           --     365,764
   General Counsel                2003  216,346          --           --          --
   and Secretary                  2002  221,397       8,000           --      50,000
Jeffrey Hendrickson.............. 2004  161,538          --           --   1,097,294
   President and Chief Operating  2003       --          --           --          --
   Officer of Velocity Express    2002       --          --           --          --
Robert B. Lewis.................. 2004  138,462          --           --   1,097,294
   Chief Financial Officer        2003       --          --           --          --
                                  2002       --          --           --          --
</TABLE>
--------
(1)Mr. Wasik serves as the Company's Chief Executive Officer pursuant to an
   agreement between the Company and MCG Global, LLC ("MCG"). Mr. Wasik is an
   owner and principal of MCG. His compensation is paid through MCG.

(2)For 2004, includes health insurance premiums for Mr. Wasik and vehicle
   allowance for Mr. Parell. For 2003, represents vehicle allowance for Messrs.
   Parell and Kronick. In 2002, includes $6,209 for vehicle allowance and $619
   for premiums on a term life insurance policy for Mr. Parell, a retention
   payment for Mr. Fredenburg agreed to upon the Company hiring Mr. Fredenburg
   in December 2000 as set forth in his employment contract, and vehicle
   allowance for Mr. Kronick.

(3)For 2003 includes 9,000 shares of restricted stock granted to Mr. Wasik on
   February 21, 2003 for his service on the Board of Directors. The stock
   vested one year from the date of grant. On July 3, 2004, the aggregate value
   of the restricted stock holdings was $4,050.

(4)In 2004, represents the number of shares of common stock underlying warrants
   granted. 333,333 warrants were granted to each of Messrs. Kronick and
   Fredenburg. The warrants have an exercise price of $0.01 per share, a term
   of seven years and are immediately exercisable after shareholder approval of
   the issuance of

                                      1

<PAGE>

   the warrants. 1,000,000 warrants were granted to both Messrs. Hendrickson
   and Lewis in connection with their offers of employment with the Company.
   The warrants have an exercise price of $0.01 per share, a term of seven
   years and are immediately exercisable. The warrants provide for additional
   shares of common stock upon exercise of the warrants in the event that the
   Company issues other equity instruments that would result in dilution to the
   holders of the warrants. As of July 3, 2004, each warrant is exercisable
   into 1.097 shares of common stock. In 2002, represents stock options granted
   with exercise prices equal to or not less than fair market value on the date
   of grant. In 2002, 5,000 options granted to Mr. Parell and 5,000 options
   granted to Mr. Fredenburg were granted outside the Company's 1995 or 2000
   Stock Option Plans. No SARs were granted in any of years presented.

   The following table sets forth information with respect to stock options and
warrants granted to the Named Executive Officers in fiscal 2004:

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                              Potential Realized Value
                        Number of  % of Total                                 at Assumed Annual Rates
                        Securities  Options             Market                     of Stock Price
                        Underlying Granted to          Price on               Appreciation for Option
                         Options   Employees  Exercise Date of                        Term (1)
                         Granted   in Fiscal   Price    Grant   Expiration ------------------------------
         Name              (#)        Year     ($/Sh)   ($/Sh)     Date      5% ($)    10% ($)    0% ($)
         ----           ---------- ---------- -------- -------- ---------- ---------- ---------- --------
<S>                     <C>        <C>        <C>      <C>      <C>        <C>        <C>        <C>
Vincent A. Wasik.......        --      0.0%      N/A      N/A         N/A  $       -- $       -- $     --
Jeffry J. Parell.......        --      0.0%      N/A      N/A         N/A          --         --       --
Andrew B. Kronick(2)...   365,764      9.5%    $0.01    $0.85   2/12/2011     433,809    602,197  307,242
Wesley C. Fredenburg(3)   365,764      9.5%    $0.01    $0.85   2/12/2011     433,809    602,197  307,242
Jeffrey Hendrickson(4). 1,097,294     28.6%    $0.01    $0.85   2/12/2011   1,301,429  1,806,595  921,727
Robert B. Lewis(5)..... 1,097,294     28.6%    $0.01    $0.85   2/12/2011   1,301,429  1,806,595  921,727
</TABLE>
--------
(1)Potential realizable value is based on the assumption that the price of the
   common stock appreciates at the rates shown, compounded annually, from the
   date of grant until the end of the option term. The values are calculated in
   accordance with rules promulgated by the Securities and Exchange Commission
   and do not reflect the Company's estimate of future stock price appreciation.

(2)In February 2004, Mr. Kronick was granted warrants to purchase 333,333
   shares of common stock. The warrants have an exercise price of $0.01 per
   share, a term of seven years and are immediately exercisable after
   shareholder approval of the issuance of the warrants. The warrants provide
   for additional shares of common stock upon exercise of the warrants in the
   event that the Company issues other equity instruments that would result in
   dilution to the holders of the warrants. As of July 3, 2004, the warrants
   were exercisable into 365,764 shares of common stock.

(3)In February 2004, Mr. Fredenburg was granted warrants to purchase 333,333
   shares of common stock. The warrants have an exercise price of $0.01 per
   share, a term of seven years and are immediately exercisable after
   shareholder approval of the issuance of the warrants. The warrants provide
   for additional shares of common stock upon exercise of the warrants in the
   event that the Company issues other equity instruments that would result in
   dilution to the holders of the warrants. As of July 3, 2004, the warrants
   were exercisable into 365,764 shares of common stock.

(4)In February 2004, Mr. Hendrickson was granted warrants to purchase 1,000,000
   shares of common stock in connection with his offer of employment with the
   Company. The warrants have an exercise price of $0.01 per share, a term of
   seven years and are immediately exercisable. The warrants provide for
   additional shares of common stock upon exercise of the warrants in the event
   that the Company issues other equity instruments that would result in
   dilution to the holders of the warrants. As of July 3, 2004, the warrants
   were exercisable into 1,097,294 shares of common stock.

(5)In February 2004, Mr. Lewis was granted warrants to purchase 1,000,000
   shares of common stock in connection with his offer of employment with the
   Company. The warrants have an exercise price of $0.01 per share, a term of
   seven years and are immediately exercisable. The warrants provide for
   additional shares of common stock upon exercise of the warrants in the event
   that the Company issues other equity instruments that would result in
   dilution to the holders of the warrants. As of July 3, 2004, the warrants
   were exercisable into 1,097,294 shares of common stock.

                                      2

<PAGE>

   The following table sets forth certain information regarding options and
warrants to purchase shares of the Company's common stock that were held by the
Named Executive Officers in fiscal 2004. No such options or warrants were
exercised during fiscal 2004.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                Number of Shares
                                   Underlying           Value of Unexercised
                             Unexercised Options at    In-the-Money Options at
                                  July 3, 2004              July 3, 2004
                            ------------------------- -------------------------
           Name             Exercisable Unexercisable Exercisable Unexercisable
           ----             ----------- ------------- ----------- -------------
 <S>                        <C>         <C>           <C>         <C>
 Vincent A. Wasik..........     12,500          --     $     --     $     --
 Jeffry J. Parell..........     55,000          --           --           --
 Andrew B. Kronick.........      6,666     369,098           --      175,891
 Wesley C. Fredenburg......     70,000     365,764           --      175,891
 Jeffrey Hendrickson.......  1,097,294          --      527,674           --
 Robert B. Lewis...........  1,097,294          --      527,674           --
</TABLE>

                           COMPENSATION OF DIRECTORS

   Cash Compensation.  The Company has not paid any cash compensation to a
director in his or her capacity as a director and has no present plan to pay
directors' fees.

   Stock Options and Restricted Stock.  In February 1996, the Company adopted
its 1996 Director Stock Option Plan. Until February 2002, each outside director
was granted an option to purchase 3,000 shares of Common Stock for each year of
service as a director. The term of each option granted under the plan was five
years and the exercise price per share for stock granted under the plan was
100% of the fair market value per share on the date on which the respective
option was granted.

   Effective February 2002 on an annual basis, each director was granted 4,000
options, and the Chairman of the Board was granted an additional 2,000 options.
Audit and Executive Committee members were granted 2,000 options, Compensation
Committee members were granted 1,000 options, and Executive IT Committee
members were granted 1,500 options. The chairperson of each committee received
an additional 1,000 options. The term of each option granted under the plan was
five years and the exercise price per share for stock granted under the plan
was 100% of the fair market value per share on the date on which the respective
option was granted.

   Effective September 2002, directors and committee members were granted, on
an annual basis, shares of restricted stock as compensation for board and
committee service. The shares vested one year from the date of grant of the
restricted stock. Directors were awarded 4,000 shares, and the Chairman of the
Board was granted an additional 2,000 shares. Audit and Executive Committee
members were granted 2,000 shares, Compensation Committee members were granted
1,000 shares, and Executive IT Committee members were granted 1,500 shares. The
chairperson of each committee received an additional 1,000 shares.

   Effective May 2004, directors and committee members are granted, on an
annual basis, shares of restricted stock as compensation for board and
committee service. The shares will vest one year from the date of grant of the
restricted stock. The number of shares of restricted stock is to be determined
by dividing the amount of compensation by the closing price of the Company's
common stock on the date of grant according to the following compensation
schedule. Directors are awarded $25,000, and the Chairman of the Board is
granted an additional $12,500. Audit Committee members are granted $25,000.
Executive and Compensation Committee members are granted $15,000, and
Technology Committee members are granted $3,000. Effective October 23, 2004,
Nominating Committee members are granted an additional $15,000. The chairperson
of each committee receives an additional $6,000.

                                      3

<PAGE>

             EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND
                         CHANGE IN CONTROL AGREEMENTS

   The Company has employment contracts and severance agreements in effect with
Vincent Wasik, its Chairman and Chief Executive Officer, Jeffry J. Parell, its
former Chief Executive Officer, Wesley C. Fredenburg, its General Counsel and
Secretary, Drew Kronick, its Senior Vice President, Sales, Jeffrey Hendrickson,
its President and Chief Operating Officer and Robert Lewis, its former Chief
Financial Officer.

   The Company's Board of Directors appointed Mr. Wasik as the Company's Chief
Executive Officer on July 28, 2003, with the understanding that the Company and
MCG Global, LLC ("MCG") would enter into a Contractor Services Agreement for
Mr. Wasik's services as the Chief Executive Officer of the Company. On October
20, 2004, the Company and MCG entered into a Contractor Services Agreement,
effective as of July 28, 2003 (the "Service Agreement"). Mr. Wasik is an owner
and principal of MCG and was a stockholder and Chairman of the Board of the
Company at the time this Services Agreement was authorized and entered into.
Upon the resignation of the Company's Chief Financial Officer on October 14,
2004, Mr. Wasik was appointed by the Company's Board of Directors to serve as
the Company's interim Chief Financial Officer until a permanent Chief Financial
Officer is appointed. Mr. Wasik has agreed to serve as the Company's interim
Chief Financial Officer for no additional remuneration.

   The Service Agreement sets forth the rights and duties of both the Company
and Mr. Wasik and directs the Company's Compensation Committee to establish, on
an annual basis, Mr. Wasik's compensation level and eligibility for salary
increases, bonuses, benefits and grants of equity. The Service Agreement also
allows Mr. Wasik to contract to provide similar services to other businesses as
long as Mr. Wasik abides by his confidentiality obligations under the Service
Agreement. Furthermore, the Company has agreed to indemnify and hold harmless
MCG, its officers, directors, employees and agents, including Mr. Wasik, from
liabilities arising out of any services rendered by MCG to the Company, other
than as a result of gross negligence or willful misconduct. The Company also
agreed to cause MCG and Mr. Wasik to be named as additional insured parties
under its Directors and Officers Liability insurance policies. The Service
Agreement does not contain any fixed term and may be terminated by either party
at any time upon written notice. Other than payment of outstanding fees and
expenses owed to MCG at termination, the Service Agreement does not contain any
obligation upon the Company to pay severance in the event the agreement is
terminated by the Company. In fiscal 2004, the Company recorded compensation
expense of $510,000 to Mr. Wasik through MCG for these services.

   The Company and Mr. Parell were parties to an employment agreement dated
October 16, 2000, as amended on November 7, 2002, governing his employment with
the Company. The agreement set forth Mr. Parell's compensation level and
eligibility for salary increases, bonuses, benefits and option grants under
stock option plans. Pursuant to the agreement, Mr. Parell's employment was
voluntary and could be terminated by the Company with two months' prior written
notice, and by Mr. Parell with four months' written notice. If the Company were
to terminate Mr. Parell's employment without cause or upon the happening of
other events set forth in his employment agreement, Mr. Parell would receive an
amount equal to his base salary per month at the end of each of the eighteen
months following the date of his termination. The Company could immediately
terminate Mr. Parell's employment for cause upon written notice without any
further obligation to Mr. Parell. The term of the original employment agreement
was for two years, and the term of the amended agreement was also for two
years, at which time, the agreement would automatically renew for a six-month
term, unless either Executive or Company provides the other with written notice
of intention not to renew at least ninety days prior to the expiration of the
initial term, and at least sixty days prior to the expiration of any extension
term. Effective July 28, 2003, Mr. Parell resigned his position with the
Company.

   The Company and Mr. Kronick are parties to an employment agreement dated
November 28, 2001, governing his employment with the Company. The agreement
sets forth Mr. Kronick's compensation level and eligibility for salary
increases, bonuses, benefits and option grants under stock option plans and the
terms of a non-solicitation and non-competition agreement. Pursuant to the
agreement, Mr. Kronick's employment is voluntary and may be terminated by the
Company with or without written notice, or by Mr. Kronick with two

                                      4

<PAGE>

months' prior notice. The agreement is not for a fixed period of time. If the
agreement is terminated by the Company for reasons other than cause, the
Company will pay Mr. Kronick an amount equal to his base salary per month at
the end of each of the twelve months following the date of his termination. The
Company may immediately terminate Mr. Kronick's employment for cause upon
written notice without any further obligation to Mr. Kronick.

   The Company and Mr. Fredenburg are parties to an employment agreement dated
November 15, 2003, governing his employment with the Company. The agreement
sets forth Mr. Fredenburg's compensation level and eligibility for salary
increases, bonuses, benefits and option grants under stock option plans.
Pursuant to the agreement, Mr. Fredenburg's employment is voluntary and may be
terminated by the Company with or without written notice, or by Mr. Fredenburg
with two months' prior notice. The agreement is for a period of two years and,
at its expiration, can be renewed at the option of the Company. If the
agreement is not renewed, the Company may, at its option and in exchange for
Mr. Fredenburg executing a non-competition agreement, offer to pay an amount
equal to his base salary per month at the end of each of the twelve months
following the date of his termination. The Company may immediately terminate
Mr. Fredenburg's employment for cause upon written notice without any further
obligation to Mr. Fredenburg.

   The Company and Mr. Hendrickson are parties to an employment agreement dated
December 15, 2003, governing his employment with the Company. The agreement
sets forth Mr. Hendrickson's compensation level and eligibility for salary
increases, bonuses, benefits and option grants under stock option plans.
Pursuant to the agreement, Mr. Hendrickson's employment is voluntary and may be
terminated by the Company with or without written notice, or by Mr. Hendrickson
with two months' prior notice. The agreement is for a period of two years and,
at its expiration, can be renewed at the option of the Company. If the
agreement is not renewed the Company will, in exchange for Mr. Hendrickson
executing a non-competition agreement, offer to pay an amount equal to his base
salary per month at the end of each of the twelve months following the date of
his termination. The Company may immediately terminate Mr. Hendrickson's
employment for cause upon written notice without any further obligation to Mr.
Hendrickson.

   The Company and Mr. Lewis were parties to an employment agreement dated
January 12, 2004, governing his employment with the Company. The agreement set
forth Mr. Lewis's compensation level and eligibility for salary increases,
bonuses, benefits and option grants under stock option plans. Pursuant to the
agreement, Mr. Lewis's employment was voluntary and could be terminated by the
Company with or without written notice, or by Mr. Lewis with two months' prior
notice. The agreement was for a period of two years and, at its expiration,
could be renewed at the option of the Company. If the agreement was not renewed
the Company would, in exchange for Mr. Lewis executing a non-competition
agreement, offer to pay an amount equal to his base salary per month at the end
of each of the twelve months following the date of his termination. The Company
could immediately terminate Mr. Lewis's employment for cause upon written
notice without any further obligation to Mr. Lewis. Mr. Lewis left the Company
voluntarily effective July 30, 2004.

          COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   During fiscal 2004, the Compensation Committee of the board consisted of
James G. Brown, and Richard A. Kassar. Neither Mr. Brown nor Mr. Kassar was at
any time during fiscal 2004 or at any other time, an officer or employee of the
Company or any of its subsidiaries. No executive officer of the Company serves
as a member of the board of directors or compensation committee of any entity
that has one or more executive officers serving as a member of the board or the
compensation committee of the Company. Through his position as Managing
Director of TH Lee Putnam Ventures, L.P., James G. Brown had relationships with
the Company requiring disclosure under Item 404 of SEC Regulation S-K. See
"Certain Relationships and Related Party Transactions."

                                      5

<PAGE>

                         COMPENSATION COMMITTEE REPORT

   The following is the report of the compensation committee of the board
describing compensation policies and rationales applicable to the Company's
executive officers with respect to the compensation paid to such executive
officers for the fiscal year ended July 3, 2004.

   Compensation Philosophy.  The philosophy of the Company's compensation
committee regarding executive compensation is to link executive pay to
corporate performance. A significant portion of executive compensation is tied
to the Company's success in meeting one or more specified performance goals and
to appreciation in the Company's market valuation. The goals of the
compensation program are to attract and retain highly talented executives and
to motivate them to high levels of performance, recognizing the different
impact that various executives have on the achievement of corporate goals.

   The key elements of the executive compensation are generally base salary,
annual bonus (dependent on corporate and individual performance) and stock
options. The compensation committee approves compensation and pay levels as
well as stock option grants to executive officers.

   Base Salaries.  Base salaries for executive officers are determined by
evaluating the responsibilities of the position and the experience of the
individual. Base salaries are reviewed annually, and are adjusted based upon
performance contribution, management recommendation and market conditions.

   Bonus.  Some of the Company's executive officers are eligible for an annual
cash bonus. Individual and corporate performance objectives are established at
the beginning of each year, and eligible executives are assigned target bonus
levels. In fiscal 2004, no executive officers received cash bonus payments. A
number of executive officers did receive, as a bonus and incentive, warrants to
purchase shares of the Company's common stock.

   Stock Options.  The purpose of the Company's stock option plans is to
provide an additional incentive to certain employees of the Company to work to
maximize stockholder value. Option grants with short-term vesting are used to
reward past performance while option grants with long-term vesting are awarded
to encourage employees to take into account the long-term interests of the
Company, align employees' and shareholders' interests, as well as to create a
valuable retention device for key employees. Stock options are typically
granted at the time of hire, at the time of promotion or at the time of
achievement of a significant corporate objective.

   Compensation of Chief Executive Officer.  The Company had two Chief
Executive Officers during the fiscal year ended July 3, 2004. Mr. Parell was
the Company's Chief Executive Officer until his resignation, effective July 28,
2003. Thereafter, The Company's Board of Directors appointed Mr. Wasik as the
Company's Chief Executive Officer on July 28, 2003. The compensation committee
approved the compensation of Vincent Wasik for fiscal 2004 and subsequently
entered into a Contractor Services Agreement with MCG Global, LLC for the
services of Mr. Wasik as Chief Executive Officer of the Company. Mr. Wasik is
an owner and principal of MCG Global, LLC. Compensation in fiscal 2004 under
the agreement amounted to $510,000. Mr. Parell's annual compensation rate for
fiscal 2004 was $375,000; however, he resigned his position with the Company
effective July 28, 2003. The compensation committee determined the Chief
Executive Officer's compensation after considering the same factors used to
determine the compensation of other executive officers. In determining the base
salary for both Mr. Wasik and Mr. Parell, the Committee evaluated his
performance by considering the Company's financial and operating performance
for fiscal 2004 as well as the leadership of Mr. Parell and Mr. Wasik, their
ability to foster and maintain a strong, positive and high-integrity culture,
and their continued ability to develop and implement strategies to enhance
stockholder value over the long term. The Committee also considered the
personal performance of both Mr. Parell and Mr. Wasik in a number of additional
areas, including growth, innovation, productivity improvement, new ventures,
organizational development, diversity and customer and stockholder relations.

                                      6

<PAGE>

   Summary.  It is the opinion of the compensation committee that the executive
compensation policies and programs in effect for the Company's executive
officers provide an appropriate level of total remuneration that properly
aligns the Company's performance and interests of the Company's shareholders
with competitive executive compensation in a balanced and reasonable manner.

                                          COMPENSATION COMMITTEE

                                          James G. Brown
                                          Richard A. Kassar

Stock Performance Graph

   In accordance with Exchange Act regulations, the following performance graph
compares the cumulative total shareholder return on the company's common stock
to the cumulative total return on the NASDAQ Stock Market and a selected group
of peer issuers over the same period. The peer issuers consist of Consolidated
Delivery and Logistics, Inc. and Dynamex. The graph assumes that the value of
the investment in the Company's common stock and each index was $100 in 1999
and that all dividends were reinvested. The information contained in the
performance graphs shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission, nor shall such information
be incorporated by reference into any future filing under the Securities Act or
the Exchange Act, except to the extent that the Company specifically
incorporates it by reference into such filing.

                                    [CHART]



<TABLE>
<CAPTION>
                          Velocity     S&P
                           Express   SmallCap          Peer
                    Year Corporation   600    Nasdaq   Group
                    ---  ----------- -------- ------- -------
                   <S>   <C>         <C>      <C>     <C>
                   1999    $100.00   $100.00  $100.00 $100.00
                   2000     278.26    115.99   147.97   61.29
                   2001      20.17    128.89    80.85   47.11
                   2002      21.22    129.25    54.93   50.60
                   2003       6.08    124.63    61.21  134.89
                   2004       3.48    168.54    77.61  295.33
</TABLE>

                                      7

<PAGE>

                                   PART IV.

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

   (1) Financial Statements

      The consolidated financial statements required by this item are listed in
   Item 8, "Financial Statements and Supplementary Data" herein.

   (2) Financial Statement Schedules

      II--Valuation and Qualifying Accounts--years ended July 3, 2004, June 28,
   2003 and June 29, 2002.

      All other schedules for which provision is made in the applicable
   regulations of the Securities and Exchange Commission are not required under
   the related instructions or are inapplicable, and therefore have been
   omitted.

   (3) Exhibits

      Reference is made to the Exhibit Index.

   (4) Reports on Form 8-K.

      The Company did not file any reports on Form 8-K during the fiscal
   quarter ended July 3, 2004.

                                      8

<PAGE>

                                  SIGNATURES

   In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Westport, state of
Connecticut on January 28, 2005.

                                              Velocity Express Corporation

                                              By      /s/  VINCENT A. WASIK
                                                  -----------------------------
                                                        Vincent A. Wasik
                                                    Chairman of the Board and
                                                     Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 2 has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

          Signature                        Title                    Date
          ---------                        -----                    ----

    /s/  VINCENT A. WASIK      Chairman of the Board          January 28, 2004
-----------------------------    and Chief Executive Officer
      Vincent A. Wasik           (Principal Executive
                                 Officer)

   /s/  DANIEL R. DEFAZIO      Chief Financial                January 28, 2004
-----------------------------    Officer (Principal
      Daniel R. DeFazio          Accounting and Financial
                                 Officer)

              *                Director                       January 28, 2004
-----------------------------
         James Brown

              *                Director                       January 28, 2004
-----------------------------
        Douglas Hsieh

              *                Director                       January 28, 2004
-----------------------------
         Alex Paluch

              *                Director                       January 28, 2004
-----------------------------
      Richard A. Kassar

              *                Director                       January 28, 2004
-----------------------------
       Leslie E. Grodd

              *                Director                       January 28, 2004
-----------------------------
       John J. Perkins

*By: /s/  WESLEY C. FREDENBURG
     -------------------------
       Wesley C. Fredenburg,
         Attorney-in-Fact

                                      9

<PAGE>

                         FINANCIAL STATEMENT SCHEDULES

                 VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES

                Schedule II--Valuation and Qualifying Accounts
                       Fiscal Years 2004, 2003 and 2002
                            (Amounts in thousands)

<TABLE>
<CAPTION>
Column A                        Column B       Column C       Column D     Column E
--------                      ------------ ---------------- ------------- ----------
                                              Additions
                               Balance at  charged to cost,               Balance at
                              Beginning of    expenses,                     End of
Description                      Period        revenues     Deductions(1)   Period
-----------                   ------------ ---------------- ------------- ----------
<S>                           <C>          <C>              <C>           <C>
Accounts receivable reserves:
2004.........................    $2,300        $12,491         $10,048      $4,743
2003.........................     2,250          6,665           6,615       2,300
2002.........................     1,160          3,165           2,075       2,250
</TABLE>
--------
(1)write-off of accounts receivable determined to be uncollectible.

                                      10

<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number  Description
------- -----------
<C>     <S>
  2.1   Merger Agreement by and among CEX Holdings, Inc., Corporate Express Delivery Systems, Inc.,
        United Shipping & Technology, Inc. and United Shipping & Technology Acquisition Corp., dated as
        of September 8, 1999 (incorporated by reference to the Company's Form 8-K, filed October 8, 1999).

  2.2   Amendment No. 1 to Merger Agreement by and among CEX Holdings, Inc., Corporate Express
        Delivery Systems, Inc., United Shipping & Technology, Inc. and United Shipping & Technology
        Acquisition Corp., dated as of September 22, 1999 (incorporated by reference to the Company's 8-K,
        filed October 8, 1999).

  2.3   Securities Purchase Agreement among United Shipping & Technology, Inc., TH Lee.Putnam Internet
        Partners, L.P. and TH Lee. Putnam Internet Parallel Partners, L.P., dated as of May 15, 2000
        (incorporated by reference to the Company's Form 8-K, filed June 2, 2000).

  2.4   Securities Purchase Agreement among United Shipping & Technology, Inc., TH Lee.Putnam Internet
        Partners, L.P., TH Lee.Putnam Internet Parallel Partners, L.P., THLi Coinvestment Partners LLC and
        Blue Star I, LLC, dated as of September 1, 2000 (incorporated by reference to the Company's Form
        8-K, filed September 8, 2000).

  2.5   Amendment No. 2 to Merger Agreement, Settlement and General Release Agreement by and among
        Corporate Express, Inc., successor by merger to CEX Holdings, Inc., Velocity Express, Inc. f/k/a
        Corporate Express Delivery Systems, Inc., and United Shipping & Technology, Inc. dated August 2,
        2001 (incorporated by reference to the Company's Form 10-Q, filed November 13, 2001).

  2.6   Agreement and Plan of Merger by and between United Shipping & Technology, Inc., a Utah
        corporation, and Velocity Express Corporation, a Delaware corporation, dated as of December 6,
        2001 (incorporated by reference to the Company's Form 8-K, filed January 9, 2002).

  2.7   Certificate of Merger of United Shipping & Technology, Inc. (a Utah corporation) into Velocity
        Express Corporation (a Delaware corporation) (incorporated by reference to the Company's Form
        10-K filed September 27, 2002).

  3.1   Amended and Restated Certificate of Incorporation of Velocity Express Corporation (incorporated by
        reference to the Company's Form 10-K filed October 14, 2003).

  3.2   Certificate of Amendment to Amended and Restated Certificate of Incorporation of Velocity Express
        Corporation (incorporated by reference to the Company's Form S-3/A, File No. 333-88568, filed
        June 3, 2002).

  3.3   Certificate of Designation of Preferences and Rights of Series G Convertible Preferred Stock
        (incorporated by reference to the Company's Form 10-K filed September 27, 2002).

  3.4   Certificate of Designation of Preferences and Rights of Series H Convertible Preferred Stock and
        Articles of Amendment to the Restated Articles of Incorporation (incorporated by reference to the
        Company's Form 10-Q filed February 18, 2003).

  3.5   Bylaws of Velocity Express Corporation (incorporated by reference to the Company's Form 8-K,
        filed January 9, 2002).

  4.1   Specimen form of the Company's Common Stock certificate (incorporated by reference to the
        Company's Statement on Form SB-2, File No. 333-01652C).

  4.2   Specimen form of Velocity Express Corporation Common Stock Certificate (incorporated by
        reference to the Company's Form 8-K filed April 5, 2002).
</TABLE>

                                      11

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number  Description
------- -----------
<C>     <S>
   4.3  Specimen form of Velocity Express Corporation Common Stock Certificate (incorporated by
        reference to the Company's Form 10-K filed September 27, 2002).

  10.1  1996 Director Stock Option Plan, as amended (incorporated by reference to the Company's Form
        10-QSB for the fiscal quarter ended January 1, 2000).

  10.2  2000 Stock Option Plan (incorporated by reference to the Company's Definitive Schedule 14A filed
        on May 8, 2000).

  10.3  Exchange Agreement by and among United Shipping & Technology, Inc., UST Delivery Systems,
        Inc. and CEX Holdings, Inc., dated as of September 24, 1999 (incorporated by reference to the
        Company's Form 8-K, filed October 8, 1999).

  10.4  Stock Purchase Warrant to Acquire Series C Preferred Stock, issued September 1, 2000 by United
        Shipping & Technology, Inc. to TH Lee.Putnam Internet Partners, L.P. for 187,290 shares of Series
        C Preferred Stock at a price per share equal to $0.01 (incorporated by reference to the Company's
        Form 8-K, filed September 8, 2000).

  10.5  Stock Purchase Warrant to Acquire Series C Preferred Stock, issued September 1, 2000 by United
        Shipping & Technology, Inc. to TH Lee.Putnam Internet Partners, L.P. for 142,042 shares of Series
        C Preferred Stock at a price per share equal to $0.01 (incorporated by reference to the Company's
        Form 8-K, filed September 8, 2000).

  10.6  Stock Purchase Warrant to Acquire Series C Preferred Stock, issued September 1, 2000 by United
        Shipping & Technology, Inc. to THLi Coinvestment Partners, LLC for 10,598 shares of Series C
        Preferred Stock at a price per share equal to $0.01 (incorporated by reference to the Company's Form
        8-K, filed September 8, 2000).

  10.7  Stock Purchase Warrant to Acquire Series C Preferred Stock, issued September 1, 2000 by United
        Shipping & Technology, Inc. to Blue Star I, LLC for 4,024 shares of Series C Preferred Stock at a
        price per share equal to $0.01 (incorporated by reference to the Company's Form 8-K, filed
        September 8, 2000).

  10.8  Stock Purchase Warrant to Acquire Series C Preferred Stock, to be issued at the time of the Second
        Closing by United Shipping & Technology, Inc. to TH Lee.Putnam Internet Partners, L.P. for
        262,204 shares of Series C Preferred Stock at a price per share equal to $0.01 (incorporated by
        reference to the Company's Form 8-K, filed September 8, 2000).

  10.9  Stock Purchase Warrant to Acquire Series C Preferred Stock, to be issued at the time of the Second
        Closing by United Shipping & Technology, Inc. to TH Lee.Putnam Internet Parallel Partners, L.P.
        for 198,855 shares of Series C Preferred Stock at a price per share equal to $0.01 (incorporated by
        reference to the Company's Form 8-K, filed September 8, 2000).

 10.10  Stock Purchase Warrant to Acquire Series C Preferred Stock, to be issued at the time of the Second
        Closing by United Shipping & Technology, Inc. to THLi Coinvestment Partners LLC for 14,837
        shares of Series C Preferred Stock at a price per share equal to $0.01 (incorporated by reference to
        the Company's Form 8-K, filed September 8, 2000).

 10.11  Stock Purchase Warrant to Acquire Series C Preferred Stock, to be issued at the time of the Second
        Closing by United Shipping & Technology, Inc. to Blue Star I, LLC for 5,634 shares of Series C
        Preferred Stock at a price per share equal to $0.01 (incorporated by reference to the Company's Form
        8-K, filed September 8, 2000).

 10.12  Form of non-qualified stock option issued to employees as of June 2000 (incorporated by reference
        to the Company's Statement on Form 10-KSB for the fiscal year ended July 1, 2000).
</TABLE>

                                      12

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number  Description
------- -----------
<C>     <S>
 10.13  Form of Stock Purchase Warrant to Acquire Preferred Stock dated January 4, 2001, issued by the
        Company to TH Lee.Putnam Internet Partners, L.P., TH Lee.Putnam Internet Parallel Partners, L.P.,
        THLi Coinvestment Partners LLC and Blue Star I, LLC (incorporated by reference to the Company's
        Current Report on Form 8-K, filed January 9, 2001).

 10.14  Form of Stock Purchase Agreement to acquire Subscription Notes presently convertible into an
        aggregate 624,906 shares of Series D Preferred entered into during March 2001 between the Company
        and TenX Venture Partners, LLC, HomePoint Corporation, Salah Al-Qahtani and AL-MAL Islamic
        Company (incorporated by reference to the Company's Form 8-K, filed May 21, 2001).

 10.15  Form of Subscription Notes presently convertible into an aggregate 624,906 shares of Series D
        Preferred issued to TenX Venture Partners, LLC, HomePoint Corporation, Salah Al-Qahtani and
        AL-MAL Islamic Company pursuant to Stock Purchase Agreements entered into during March 2001
        (incorporated by reference to the Company's Form 8-K, filed May 21, 2001).

 10.16  Form of Warrant to purchase shares of Series D Preferred issued to entities affiliated with TH
        Lee.Putnam Internet Parallel Partners, L.P. on January 4, 2001 (incorporated by reference to the
        Company's Form 8-K, filed May 21, 2001).

 10.17  Form of Subscription Note Purchase Agreement to purchase Series F Convertible Preferred Stock
        entered into between the Company and certain investors in July of 2001. (incorporated by reference
        to the Company's Form 10-KSB for the year ended June 30, 2001).

 10.18  Form of Subscription Note issued in connection with the Company's Series F Convertible Preferred
        Stock financing in July of 2001. (incorporated by reference to the Company's Form 10-KSB for the
        year ended June 30, 2001).

 10.19  Form of Warrant to purchase shares of Common Stock used in connection with the Company's
        Series F Convertible Preferred Stock financing in July of 2001. (incorporated by reference to the
        Company's Form 10-KSB for the year ended June 30, 2001).

 10.20  Third Amended and Restated Registration Rights Agreement dated as of July 2001, among the
        Company, TH Lee.Putnam Internet Partners, L.P., TH Lee.Putnam Internet Parallel Partners, L.P.,
        THLi Coinvestment Partners LLC, Blue Star I, LLC, RS Investment Management, Inc., Marshall T.
        Masko, Home Point Corporation, TenX Venture Partners, LLC, Al-Mal Islamic Company, Sheikh
        Salah A.H. Al-Qahtani and each Series F Convertible Preferred Stock purchaser. (incorporated by
        reference to the Company's Form 10-KSB for the year ended June 30, 2001).

 10.21  Warrant to purchase up to 1,000,000 shares of Common Stock at a price of $0.40 per share issued by
        the Company to BLG Ventures, LLC dated August 23, 2001 (incorporated by reference to the
        Company's Form 10-Q filed November 13, 2001).

 10.22  Loan and Security Agreement by and among Velocity Express, Inc. and related borrowers, and Fleet
        Capital Corporation dated as of January 25, 2002. (incorporated by reference to the Company's Form
        10-Q filed May 3, 2002).

 10.23  Form of Incentive Stock Option Agreement between United Shipping & Technology, Inc., and
        management, dated October 29, 2001. (incorporated by reference to the Company's Form 10-Q filed
        May 3, 2002).

 10.24  Form of Stock Purchase Agreement to purchase Series G Convertible Preferred Stock entered into
        between the Company and certain investors on May 3, 2002. (incorporated by reference to the
        Company's Form 10-K/A-2 filed July 28, 2003).

 10.25  Form of Stock Purchase Agreement to purchase Series H Convertible Preferred Stock (incorporated
        by reference to the Company's Form 10-Q filed May 16, 2003).
</TABLE>

                                      13

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number  Description
------- -----------
<C>     <S>
 10.26  Form of Common Stock Warrant issued in connection with the Company's Series H Convertible
        Preferred Stock financing (incorporated by reference to the Company's Form 10-Q filed February 18,
        2003).

 10.27  Amended and Restated Loan and Security Agreement by and among Velocity Express, Inc. and
        related borrowers, and Fleet Capital Corporation dated as of November 26, 2003 (incorporated by
        reference to the Company's Form 10-Q filed February 7, 2004).

 10.28  Note Purchase Agreement by and among Velocity Express, Inc., Velocity Express Corporation and
        BET Associates LP dated as of November 26, 2003 (incorporated by reference to the Company's
        Form 10-Q filed February 7, 2004).

 10.29  Senior Subordinated Note by and among Velocity Express, Inc., Velocity Express Corporation and
        BET Associates LP, dated as of November 26, 2003 (incorporated by reference to the Company's
        Form 10-Q filed February 7, 2004).

 10.30  Employment Agreement between Velocity Express, Inc. and Wesley C. Fredenburg (incorporated by
        reference to the Company's Form 10-Q filed February 7, 2004).

 10.31  Employment Agreement between Velocity Express, Inc. and Jeffrey Hendrickson dated December
        15, 2003 (incorporated by reference to the Company's Form 10-Q filed February 7, 2004).

 10.32  Employment Agreement between Velocity Express, Inc. and John Marsalisi dated December 22,
        2003 (incorporated by reference to the Company's Form 10-Q filed February 7, 2004).

 10.33  Form of Stock Purchase Agreement to purchase Series I Convertible Preferred Stock (incorporated
        by reference to the Company's Form 10-Q filed February 7, 2004).

 10.34  Form of Stock Purchase Agreement to purchase Series J Convertible Preferred Stock (incorporated
        by reference to the Company's Form 10-Q filed May 11, 2004).

 10.35  Form of Common Stock Warrant between Velocity Express Corporation and management, dated
        February 12, 2004 (incorporated by reference to the Company's Form 10-Q filed May 11, 2004).

 10.36  Velocity Express Corporation Code of Business Conduct and Ethics. (incorporated by reference to
        the Company's Form 10-K filed December 23, 2004).

 10.37  Employment Agreement between Velocity Express, Inc. and Andrew B. Kronick dated November
        28, 2001. (incorporated by reference to the Company's Form 10-K filed December 23, 2004).

 10.38  Employment Agreement between Velocity Express, Inc. and Robert B. Lewis dated January 12,
        2004. (incorporated by reference to the Company's Form 10-K filed December 23, 2004).

 10.39  Contractor Services Agreement between Velocity Express Corporation and MCG Global, LLC.
        (incorporated by reference to the Company's Form 10-K filed December 23, 2004).

 10.40  Stock Purchase Warrant to purchase up to 9,677,553 shares of Common Stock at a price of $0.001
        per share issued to TH Lee Putnam Ventures, L.P., TH Lee Putnam Parallel Ventures, L.P., THLi
        Coinvestment Partners, LLC and Blue Star I, LLC dated December 21, 2004. (incorporated by
        reference to the Company's Form 10-K filed December 23, 2004).

 10.41  Stock Purchase Agreement to purchase 7,000,000 shares of the Company's Series L Convertible
        Preferred Stock, par value $0.004 per share, at a price of $1.00 per Preferred Share, entered into
        between the Company and TH Lee Putnam Ventures, L.P., TH Lee Putnam Parallel Ventures, L.P.,
        THLi Coinvestment Partners, LLC and Blue Star I, LLC dated December 21, 2004. (incorporated by
        reference to the Company's Form 10-K filed December 23, 2004).
</TABLE>

                                      14

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number  Description
------- -----------
<C>     <S>

 10.42  Capital Contribution Agreement dated July 1, 2004. (incorporated by reference to the Company's
        Form 10-K filed December 23, 2004).

 10.43  Agency Agreement between Velocity Express, Inc. and Peritas, LLC dated May 25, 2004.
        (incorporated by reference to the Company's Form 10-K filed December 23, 2004).

  21.1  Subsidiaries (incorporated by reference to the Company's Form 10-K filed December 23, 2004).

  23.1  Consent of Ernst & Young LLP (incorporated by reference to the Company's Form 10-K filed
        December 23, 2004).

 31.1*  Section 302 Certification of CEO

 31.2*  Section 302 Certification of CFO

  32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company's Form 10-K filed
        December 23, 2004).

  32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Company's Form 10-K filed
        December 23, 2004).
</TABLE>
--------
*Filed herewith

                                      15