<SUBMISSION>
<ACCESSION-NUMBER>0000950123-03-011159
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20031007
<GROUP-MEMBERS>BLUE STAR I, LLC
<GROUP-MEMBERS>TH LEE GLOBAL INTERNET MANAGERS, L.P.
<GROUP-MEMBERS>TH LEE PUTNAM FUND ADVISORS, L.P.
<GROUP-MEMBERS>TH LEE PUTNAM FUND ADVISORS, LLC
<GROUP-MEMBERS>TH LEE PUTNAM PARALLEL VENTURES, L.P.
<GROUP-MEMBERS>TH LEE PUTNAM VENTURES, L.P.
<GROUP-MEMBERS>THLI CO INVESTMENT PARTNERS, LLC
<GROUP-MEMBERS>THOMAS H. LEE
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>TH LEE GLOBAL INTERNET ADVISORS LLC
<CIK>0001182532
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<MAIL-ADDRESS>
<STREET1>200 MADISON AVE
<STREET2>STE 1900
<CITY>NEW YORK
<STATE>NY
<ZIP>10016
</MAIL-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>VELOCITY EXPRESS CORP
<CIK>0001002902
<ASSIGNED-SIC>4513
<IRS-NUMBER>870355929
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0629
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-46377
<FILM-NUMBER>03931147
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7803 GLENROY ROAD
<STREET2>FOUR PARAMOUNT PLAZA STE 200
<CITY>MINNEAPOLIS
<STATE>MN
<ZIP>55439
<PHONE>612-492-2400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7803 GLENROY ROAD
<STREET2>SUITE 200
<CITY>MINNEAPOLIS
<STATE>MN
<ZIP>55439
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNITED SHIPPING & TECHNOLOGY INC
<DATE-CHANGED>19990512
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>U SHIP INC
<DATE-CHANGED>19960313
</FORMER-COMPANY>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>y90391a2sc13dza.txt
<DESCRIPTION>AMENDMENT NO.1 TO SCHEDULE 13D
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)

                          VELOCITY EXPRESS CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $.004 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   922-57T-202
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                              WESLEY C. FREDENBURG
                                    Secretary
                              Four Paramount Plaza
                          7803 Glenroy Road, Suite 200
                          Bloomington, Minnesota 55439
                                 (612) 492-2400
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                    COPY TO:
                                    EUNU CHUN
                              Kirkland & Ellis LLP
                              153 East 53rd Street
                          New York, New York 10022-4675
                                 (212) 446-4800

                               SEPTEMBER 18, 2003
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 21 Pages

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 2 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Putnam Ventures, L.P.

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  WC

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    8,948,688 (See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      8,948,688 (See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  8,948,688 (See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  62.2%

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

14       TYPE OF REPORTING PERSON*

                  PN

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 3 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Putnam Parallel Ventures, L.P.

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  WC

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    6,552,437(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      6,552,437(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  6,552,437(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  54.6%

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

14       TYPE OF REPORTING PERSON*

                  PN

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 4 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Putnam Fund Advisors, L.P.

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    16,212,658(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      16,212,658(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  16,212,658(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  74.9%

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

14       TYPE OF REPORTING PERSON*

                  PN

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 5 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Putnam Fund Advisors, LLC

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    16,212,658(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      16,212,658(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  16,212,658(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  74.9%

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

14       TYPE OF REPORTING PERSON*

                  OO

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 6 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Global Internet Managers, L.P.

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    16,212,658(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      16,212,658(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  16,212,658(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  74.9%

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

14       TYPE OF REPORTING PERSON*

                  PN

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 7 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  TH Lee Global Internet Advisors, LLC

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    16,212,658(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      16,212,658(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  16,212,658(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  74.9%

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

14       TYPE OF REPORTING PERSON*

                  OO

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 8 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  THLi Co Investment Partners, LLC

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    513,330(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      513,330(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  513,330(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  8.6%

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

14       TYPE OF REPORTING PERSON*

                  OO

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                         ------------------
CUSIP No. 922-57T-202                 13D                     Page 9 of 21 Pages
---------------------                                         ------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  Blue Star I, LLC

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  OO

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    198,233(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      198,233(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  198,233(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  3.5%

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

14       TYPE OF REPORTING PERSON*

                  OO

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

*SEE INSTRUCTIONS.

<PAGE>

---------------------                                        -------------------
CUSIP No. 922-57T-202                 13D                    Page 10 of 21 Pages
---------------------                                        -------------------

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

1        NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
         PERSONS (ENTITIES ONLY)

                  Thomas H. Lee

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

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [X]
                                                                         (b) [ ]

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

3        SEC USE ONLY

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

4        SOURCE OF FUNDS*

                  Not Applicable.

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

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(D) OR 2(E)                                                  [ ]

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

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

                                      7         SOLE VOTING POWER

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

                                      8         SHARED VOTING POWER
           NUMBER OF
            SHARES                                    16,212,658(See Item 5)
         BENEFICIALLY
           OWNED BY                   ------------------------------------------
             EAC
           REPORTING                  9         SOLE DISPOSITIVE POWER
            PERSON
             WITH                     ------------------------------------------

                                      10        SHARED DISPOSITIVE POWER

                                                      16,212,658(See Item 5)

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

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  16,212,658(See Item 5)

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

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  74.9%

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

14       TYPE OF REPORTING PERSON*

                  IN

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

*SEE INSTRUCTIONS.

<PAGE>

         ITEM 1. SECURITY AND ISSUER

         This Amendment No. 2 to Schedule 13D dated October 7, 2003 (the
"Amendment"), amends Amendment No. 1 to Schedule 13D dated November 14, 2002
("Amendment No. 1") and Schedule 13D dated September 4, 2002. The class of
equity security to which this Amendment relates is the common stock, par value
$.004 per share (the "Common Stock"), of Velocity Express Corporation, a
Delaware corporation (the "Issuer"). The name and address of the principal
executive offices of the Issuer are Four Paramount Plaza, 7803 Glenroy Road,
Suite 200, Bloomington, Minnesota 55439.

         ITEM 4. PURPOSE OF TRANSACTION.

         SHAREHOLDER APPROVAL OF SERIES H PREFERRED STOCK AND RELATED WARRANTS

         As previously reported on Amendment No. 1, on November 5, 2002 THLPV
purchased 160,000 shares of the Issuer's Series H Convertible Preferred Stock,
par value $.004 per share (the "Series H Preferred Stock") for the subscription
price of $10.00 per share. The rights and preferences of the Series H Preferred
Stock are set forth in the Certificate of Designation of Preferences and Rights
of Series H Convertible Preferred Stock, (the "Certificate of Designation")
attached hereto as Exhibit 2 and incorporated by reference herein. On February
21, 2003, THLPV acquired an additional 36,900 shares of Series H Preferred
Stock, for the initial subscription price of $10.00 per share. THLPV provided
consideration of $1,969,000 to the Issuer as consideration for the full purchase
price of the Series H Preferred Stock on November 5, 2002 and on February 21,
2003. The initial conversion price of the Series H Preferred was $1.00 per
common share, and was convertible into the Issuer's common stock upon the later
of shareholder approval or April 30, 2003. Both the conversion price and the
number of common shares into which the Series H Preferred is convertible are
subject to adjustment in order to prevent dilution.

         On September 18, 2003, the shareholders of the Issuer approved the
issuance of both the Series G Preferred Stock and the Series H preferred Stock.
Under the terms of the Series H Preferred Stock, upon obtaining shareholder
approval THLPV obtained the right to convert all or any portion of their shares
of Series H Preferred Stock (including any fraction of a Share), into a number
of shares of Common Stock computed by multiplying the number of Shares to be
converted by $10 and dividing the result by the conversion price then in effect.
The initial conversion price was $1.00 per share. Assuming conversion of all of
THLPV's Series H Preferred Stock into Common Stock, THLPV would acquire a total
of 1,969,000 shares of Common Stock. As a result of such shareholder approval,
pursuant to Rule 13d-3(d)(1)(i), the Reporting Persons may be deemed to be
beneficially own the 1,969,000 shares of Common Stock. The Stock Purchase
Agreement (the "Stock Purchase Agreement") with respect to the Series H
Preferred Stock for each of the U.S. Fund, the Non-U.S. Fund, Blue Star and the
Co Investor is attached hereto as Exhibit 3 and incorporated by reference
herein. As of the date hereof, the 196,900 shares of Series H Preferred Stock
held by THLPV represent 39.38% of the Series H Preferred Stock outstanding.

         In connection with the issuance of the Series H Preferred Stock, the
Issuer issued additional Common Stock purchase warrants to entities unaffiliated
with the Reporting Persons and to THLPV. The Series H Preferred Stock purchase
agreements granted to each of the Series H Preferred Stock investors five-year
warrants to purchase the number of shares of Common Stock equal to 50% of the
number of shares of Common Stock into which the Series H Preferred Stock is
convertible upon initial issuance (an aggregate of 2,500,000 shares of Common
Stock), at $0.01 per share (the "H Warrants"). Furthermore, pursuant to the
Series H Preferred Stock purchase agreements, at any time and from time to time
prior to April 30, 2003, the Issuer could have exercised its call right (the
"Call Right") and, upon not less than ten (10) days prior written notice to the
holder of Series H Preferred Stock, repurchase any or all of the Series H
Preferred Stock at a per share price equal to $10.00. This Call Right terminated
on April 29, 2003. If the Issuer exercised this Call Right, the Series H
Preferred Stock investors would have been required to return the Series H
Preferred Stock but would have been entitled to retain the H Warrants. Since the
Issuer did not exercise its Call Right, each Series H Preferred Stock investor
became entitled to retain the Series H Preferred Stock and the H Warrant and
receive an additional five-year warrant (the "Common Call Warrants") to purchase
additional shares of Common Stock. The Common Call Warrants entitle the holder
to purchase a number of shares of Common Stock equal to 75% of the number of
shares of Common Stock into which the Series H Preferred Stock is convertible
upon initial issuance (an aggregate of 3,750,000 shares of Common Stock), at
$0.01 per share. The Common Call Warrants have the same terms as the H Warrants.
Because the Issuer did not exercise its Call Right, Common Call

                              Page 11 of 21 Pages

<PAGE>

Warrants to purchase up to an aggregate of 3,750,000 shares of Common Stock were
issued to the investors in the Series H Preferred Stock on May 1, 2003.

         As previously reported in Amendment No. 1, and discussed above, in
consideration of having purchased the Series H Preferred Stock, the THLPV
entities were issued an H Warrant, dated October 28, 2002, to subscribe for and
purchase an amount of shares of the Issuer's Common Stock equal to 50% of the
number of shares of Common Stock into which the Series H Preferred Stock held by
THLPV is convertible upon initial issuance at a price of $.01 per share. The H
Warrant will expire on October 28, 2007. THLPV is the holder of an H Warrant to
subscribe for and purchase 984,500 shares of Common Stock. THLPV's H Warrant
entitles the U.S. Fund to subscribe for and purchase 544,045 shares of the
Issuer's Common Stock, the Non-U.S. Fund to subscribe for and purchase 395,395
shares of the Issuer's Common Stock, the Co Investor to subscribe for and
purchase 32,440 shares of Common Stock and Blue Star to subscribe for and
purchase 12,620 shares of Common Stock. The H Warrant held by the U.S. Fund, the
Non-U.S. Fund, the Co Investor and Blue Star is attached hereto as Exhibit 4.

         As previously reported on Amendment No. 1, and discussed above, the
Issuer had a Call Right to repurchase all of the Series H Preferred Stock.
Because the Issuer did not invoke the Call Right, on May 1, 2003, the THLPV
entities became entitled to subscribe for and purchase, pursuant to a Common
Call Warrant, dated October 28, 2002, an amount of shares of the Issuer's Common
Stock equal to 75% of the number of shares into which the shares of the Series H
Preferred Stock would be convertible upon initial issuance at a price of $.01
per share. The Common Call Warrant will expire on October 28, 2007. As of the
date hereof, THLPV is the holder of a Common Call Warrant to subscribe for and
purchase 1,476,750 shares of the Issuer's Common Stock. THLPV's Common Call
Warrant entitles the U.S. Fund to subscribe for and purchase 816,068 shares of
the Issuer's Common Stock, the Non-U.S. Fund to subscribe for and purchase
593,093 shares of the Issuer's Common Stock, the Co Investor to subscribe for
and purchase 48,660 shares of Common Stock and Blue Star to subscribe for and
purchase 18,930 shares of Common Stock. The Common Call Warrant held by the U.S.
Fund, the Non-U.S. Fund, the Co Investor and Blue Star is attached hereto as
Exhibit 5.

         As a result of the shareholders' approval of the H Warrant and the
Common Call Warrant, pursuant to Rule 13d-3(d)(1)(i), the Reporting Persons may
be deemed to beneficially own the 984,500 shares of Common Stock issuable upon
exercise of the H Warrant and the 1,476,750 shares of Common Stock issuable upon
exercise of the Common Call Warrant, held by THLPV, respectively (together
exercisable into 2,461,250 shares of Common Stock).

         In addition, conversion of THLPV's shares of Series G Preferred Stock
into 811,291 shares of Common Stock was subject to shareholder approval. Such
shareholder approval was obtained with respect to the Series G Preferred Stock
on September 18, 2003. As a result of such shareholder approval pursuant to Rule
13d-3(d)(1)(i), the Reporting Persons may be deemed to beneficially own the
811,291 shares of Common Stock issuable upon conversion of the Series G
Preferred Stock.

         In connection with the issuance and shareholders' approval of the
Series H Preferred Stock, the H Warrant and the Common Call Warrant and the
shareholders' approval of the Series G Preferred Stock, as of the date of this
filing, THLPV has acquired additional beneficial ownership solely with respect
to (i) 1,969,000 shares of Common Stock issuable upon conversion of the Series H
Preferred Stock held by THLPV; (ii) 2,461,250 shares of the Issuer's Common
Stock upon exercise of the H Warrant and the Common Call Warrant held by THLPV;
(iii) 811,291 shares of Common Stock issuable upon conversion of the Series G
Preferred Stock held by THLPV; and (iv) a result of the issuance of the Common
Call Warrants and H Warrants issued to purchasers of Series H Preferred Stock,
the number of shares of Common Stock into which the shares of Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock and Series G Preferred
Stock are convertible upon exercise of such series of preferred stock increased
pursuant to antidilution provisions in the preferred instruments governing such
series of preferred stock.

         (5) AGGREGATE EFFECT ON BENEFICIAL OWNERSHIP

         As a result of the shareholders' approval of the Series G Preferred
Stock, the Series H Preferred Stock, the H Warrant and the Common Call Warrant,
THLPV may be deemed to beneficially own 16,212,658 shares of the Issuer's Common
Stock, or 74.9% of the Issuer's Common Stock, assuming: (1) full conversion of
the shares of Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series G Preferred Stock and Series H Preferred Stock held by
THLPV, exercise of the H Warrant and Common Call Warrant held by THLPV, as well
as the exercise of all warrants held by THLPV to purchase additional shares of
Series C Preferred Stock and Series D Preferred Stock, and subsequent conversion
of such shares into Common Stock. As a result of the issuance of the Common Call
Warrants and H Warrants issued to purchasers of Series H Preferred Stock, the
number of shares of

                              Page 12 of 21 Pages

<PAGE>

Common Stock into which the shares of Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock and Series G Preferred Stock are
convertible upon exercise of such series of preferred stock increased pursuant
to antidilution provisions in the preferred instruments governing such series of
preferred stock.

         The above amount includes:

         (i) 2,521,478 shares of Common Stock issuable upon conversion of Series
B Preferred Stock directly beneficially owned by the U.S. Fund, 1,860,766 shares
of Common Stock issuable upon conversion of Series B Preferred Stock directly
beneficially owned by the Non-U.S. Fund, 143,634 shares of Common Stock issuable
upon conversion of Series B Preferred Stock directly beneficially owned by the
Co Investor, and 54,555 shares of Common Stock issuable upon conversion of
Series B Preferred Stock directly beneficially owned by Blue Star;

         (ii) 1,218,696 shares of Common Stock issuable upon conversion of
Series C Preferred Stock directly beneficially owned by the U.S. Fund, 899,358
shares of Common Stock issuable upon conversion of Series C Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 69,205 shares of Common Stock
issuable upon conversion of Series C Preferred Stock directly beneficially owned
by the Co Investor, and 26,585 shares of Common Stock issuable upon conversion
of Series C Preferred Stock directly beneficially owned by Blue Star;

         (iii) 503,008 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock of warrants to purchase Series C Preferred
Stock directly beneficially owned by the U.S. Fund, 371,203 shares of Common
Stock issuable upon the exercise and subsequent conversion to Common Stock of
warrants to purchase Series C Preferred Stock directly beneficially owned by the
Non-U.S. Fund, 28,563 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock of warrants to purchase Series C Preferred
Stock directly beneficially owned by the Co Investor, and 10,973 shares of
Common Stock issuable upon the exercise and subsequent conversion to Common
Stock of warrants to purchase Series C Preferred Stock directly beneficially
owned by Blue Star;

         (iv) 1,465,910 shares of Common Stock issuable upon conversion of
Series D Preferred Stock directly beneficially owned by the U.S. Fund, 1,081,791
shares of Common Stock issuable upon conversion of Series D Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 83,080 shares of Common Stock
issuable upon conversion of Series D Preferred Stock directly beneficially owned
by the Co Investor, and 32,140 shares of Common Stock issuable upon conversion
of Series D Preferred Stock directly beneficially owned by Blue Star;

         (v) 311,947 shares of Common Stock issuable upon the exercise and
subsequent conversion to Common Stock, of warrants to purchase Series D
Preferred Stock directly beneficially owned by the U.S. Fund, 230,206 shares of
Common Stock issuable upon the exercise, and subsequent conversion to Common
Stock, of warrants to purchase Series D Preferred Stock directly beneficially
owned by the Non-U.S. Fund, 17,681 shares of Common Stock issuable upon the
exercise and subsequent conversion to Common Stock, of warrants to purchase
Series D Preferred Stock directly beneficially owned by the Co Investor, and
6,838 shares of Common Stock issuable upon the exercise and subsequent
conversion to Common Stock, of warrants to purchase Series D Preferred Stock
directly beneficially owned by Blue Star;

         (vi) 445,927 shares of Common Stock issuable upon conversion of Series
G Preferred Stock directly beneficially owned by the U.S. Fund, 329,187 shares
of Common Stock issuable upon conversion of Series G Preferred Stock directly
beneficially owned by the Non-U.S. Fund, 25,187 shares of Common Stock issuable
upon conversion of Series G Preferred Stock directly beneficially owned by the
Co Investor, and 10,342 shares of Common Stock issuable upon conversion of
Series G Preferred Stock directly beneficially owned by Blue Star;

         (vii) 1,088,090 shares of Common Stock issuable upon conversion of
Series H Preferred Stock directly beneficially owned by the U.S. Fund, 790,790
shares of Common Stock issuable upon conversion of Series H Preferred Stock
directly beneficially owned by the Non-U.S. Fund, 64,880 shares of Common Stock
issuable upon conversion of Series H Preferred Stock directly beneficially owned
by the Co Investor, and 25,240 shares of Common Stock issuable upon conversion
of Series H Preferred Stock directly beneficially owned by Blue Star;

         (viii) 544,045 shares of Common Stock issuable upon exercise of the H
Warrant directly beneficially owned by the U.S. Fund, 395,395 shares of Common
Stock issuable upon exercise of the H Warrant directly

                              Page 13 of 21 Pages

<PAGE>

beneficially owned by the Non-U.S. Fund, 32,440 shares of Common Stock issuable
upon exercise of the H Warrant directly beneficially owned by the Co Investor,
and 12,620 shares of Common Stock issuable upon exercise of the H Warrant
directly beneficially owned by Blue Star;

         (ix) 816,068 shares of Common Stock issuable upon exercise of the
Common Call Warrant directly beneficially owned by the U.S. Fund, 593,093 shares
of Common Stock issuable upon exercise of the Common Call Warrant directly
beneficially owned by the Non-U.S. Fund, 48,660 shares of Common Stock issuable
upon exercise of the Common Call Warrant directly beneficially owned by the Co
Investor, and 18,930 shares of Common Stock issuable upon exercise of the Common
Call Warrant directly beneficially owned by Blue Star; and

         (ix) 13,500 shares of restricted stock issued to the U.S. Fund and
20,000 shares of Common Stock issuable upon exercise of stock options issued to
the U.S. Fund previously issued in connection with services rendered by the U.S.
Fund to the Issuer's Board of Directors.

         The above amounts do not include:

         85,528 shares issuable upon exercise of warrants to purchase Common
Stock owned by the U.S. Fund and 73,573 shares issuable upon exercise of
warrants to purchase Common Stock owned by the Non-U.S. Fund (the "Option
Warrants"). The Option Warrants become exercisable only in the event and to the
extent that 600,000 options granted under the Issuer's 2000 Stock Option Plan
set forth as Exhibit 9 to the Schedule 13D filed on September 4, 2002, are
exercised, on a pro rata basis.

         THLPV's acquisitions of the Common Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, Series G Preferred Stock,
Series H Preferred Stock, H Warrant, and the Common Call Warrant discussed in
this Amendment, were made for investment purposes in the ordinary course of
business. Except as set forth in the preceding paragraphs, as of the date
hereof, the Reporting Persons do not have any plan or proposal that relates to
or would result in:

         (a)      The acquisition by any person of additional securities of the
                  Issuer, or the disposition of securities of the Issuer;

         (b)      An extraordinary corporate transaction, such as a merger,
                  reorganization or liquidation, involving the Issuer or any of
                  its subsidiaries;

         (c)      A sale or transfer of a material amount of assets of the
                  Issuer or any of its subsidiaries;

         (d)      Any change in the present board of directors or management of
                  the Issuer, including any plans or proposals to change the
                  number or term of directors or to fill any existing vacancies
                  on the board;

         (e)      Any material change in the present capitalization or dividend
                  policy of the Issuer;

         (f)      Any other material change in the Issuer's business or
                  corporate structure;

         (g)      Changes in the Issuer's charter, bylaws or instruments
                  corresponding thereto or other actions which may impede the
                  acquisition of control of the Issuer by any person;

         (h)      Causing a class of securities of the Issuer to be delisted
                  from a national securities exchange or to cease to be
                  authorized to be quoted in an inter-dealer quotation system of
                  a registered national securities association;

         (i)      A class of equity securities of the Issuer becoming eligible
                  for termination of registration pursuant to Section 12(g)(4)
                  of the Act; or

         (j)      Any action similar to any of those enumerated above.

         Notwithstanding the foregoing, the Reporting Persons reserve the right
to effect any such actions as any of them may deem necessary or appropriate in
the future.

                              Page 14 of 21 Pages

<PAGE>

         The information set forth in Item 3 of this Schedule 13D is hereby
incorporated herein by reference.

         ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         Percentages in section (a) below calculate the direct beneficial
ownership for the U.S. Fund, the Non-U.S. Fund, Co Investor and Blue Star based
on the holdings of each entity separately. The calculations for each entity
assume that none of the other entities have converted any of their holdings into
Common Stock, and as such, shares beneficially owned by other entities are
excluded from both the numerator and the denominator when calculating percentage
ownership. In addition, percentages for each class of stock are based on the
assumption that no other class or series of stock has been converted into Common
Stock. Accordingly, by virtue of the exclusion of such shares from the
denominator in calculating percentage ownership, the aggregate percentages set
forth for each entity and series of stock below may exceed 100%. Aggregated
information for direct and indirect beneficial ownership for the U.S. Fund, the
Non-U.S. fund, Co Investor and Blue Star is provided in the final paragraph of
Item 5(a) below.

         (a)      U.S. Fund (i) directly beneficially owns 1,545,111 shares of
                  Series B Preferred Stock representing 55.05% of the
                  outstanding Series B Preferred Stock and 31.66% of the Common
                  Stock of the Issuer assuming conversion of the Series B
                  Preferred Stock held by the U.S. Fund; (ii) directly
                  beneficially owns 1,100,978 shares of Series C Preferred Stock
                  representing 55.05% of the outstanding shares of Series C
                  Preferred Stock and 18.29% of the Issuer's Common Stock
                  assuming conversion of the Series C Preferred Stock held by
                  the U.S. Fund; (iii) directly beneficially owns 454,420
                  warrants to purchase shares of Series C Preferred Stock
                  representing 18.51% of outstanding Series C Preferred Stock of
                  the Issuer assuming the exercise of such warrants and 8.46% of
                  the Common Stock of the Issuer assuming the exercise of such
                  warrants and conversion of the underlying shares held by the
                  U.S. Fund; (iv) directly beneficially owns 560,144 shares of
                  Series D Preferred Stock representing 36.91% of the
                  outstanding Series D Preferred Stock of the Issuer and 21.21%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series D Preferred Stock held by the U.S. Fund; (v) directly
                  beneficially owns 119,199 warrants to purchase shares of
                  Series D Preferred Stock representing 7.28% of the outstanding
                  Series D Preferred Stock of the Issuer assuming exercise of
                  such warrants and 5.42% of the Common Stock of the Issuer
                  assuming exercise of such warrants and conversion of the
                  underlying shares held by the U.S. Fund; (vi) directly
                  beneficially owns 1,832,167 shares of Series G Preferred
                  Stock, or 31.24% of the outstanding Series G Preferred Stock
                  of the Issuer and 7.57% of the Common Stock of the Issuer
                  assuming conversion of the Series G Preferred Stock held by
                  the U.S. Fund; (vii) directly beneficially owns 108,809 shares
                  of Series H Preferred Stock, or 21.76% of the outstanding
                  Series H Preferred Stock of the Issuer and 16.66% of the
                  Common Stock of the Issuer assuming conversion of the Series H
                  Preferred Stock held by the U.S. Fund; (viii) directly
                  beneficially owns an H Warrant to purchase 544,045 shares of
                  Common Stock upon exercise of such warrant, representing
                  21.76% of the H Warrants and 9.09% of the Common Stock of the
                  Issuer assuming exercise of such H Warrant; (ix) directly
                  beneficially owns a Common Call Warrant to purchase 816,068
                  shares of Common Stock upon exercise of such warrant,
                  representing 21.76% of the Common Call Warrants and 13.04% of
                  the Common Stock of the Issuer assuming exercise of such
                  Common Call Warrant and (x) directly beneficially owns 13,500
                  shares of restricted stock and 20,000 options to purchase
                  Common Stock directly beneficially owned by the U.S. Fund.
                  Assuming exercise and/or conversion of all of the above
                  described shares held by the U.S. Fund, the U.S. Fund would
                  have direct beneficial ownership of and shared voting power
                  with respect to 8,948,668 shares of the Issuers Common Stock,
                  representing 62.18% of the outstanding shares of the Issuer's
                  Common Stock, on a fully diluted basis.

                  Non-U.S. Fund (i) directly beneficially owns 1,140,240 shares
                  of Series B Preferred Stock representing 40.62% of the
                  outstanding Series B Preferred Stock and 25.47% of the Common
                  Stock of the Issuer assuming conversion of the Series B
                  Preferred Stock held by the Non-U.S. Fund; (ii) directly
                  beneficially owns 812,485 shares of Series C Preferred Stock
                  representing 40.62% of the outstanding shares of Series C
                  Preferred Stock and 14.18% of the Issuer's Common Stock
                  assuming conversion of the Series C Preferred Stock held by
                  the Non-U.S. Fund; (iii) directly beneficially owns 335,347
                  warrants to purchase shares of Series C Preferred Stock

                              Page 15 of 21 Pages

<PAGE>

                  representing 14.36% of outstanding Series C Preferred Stock of
                  the Issuer assuming exercise of such warrants and 6.38% of the
                  Common Stock of the Issuer assuming the exercise of such
                  warrants and conversion of the underlying shares held by the
                  Non-U.S. Fund; (iv) directly beneficially owns 413,367 shares
                  of Series D Preferred Stock representing 27.24% of the
                  outstanding Series D Preferred Stock of the Issuer and 16.58%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series D Preferred Stock held by the Non-U.S. Fund; (v)
                  directly beneficially owns 87,965 warrants to purchase shares
                  of Series D Preferred Stock representing 5.48% of the
                  outstanding Series D Preferred Stock of the Issuer assuming
                  exercise of such warrants and 4.06% of the Common Stock of the
                  Issuer assuming exercise of such warrants and conversion of
                  the underlying shares held by the Non-U.S. Fund; (vi) directly
                  beneficially owns 1,355,183 shares of Series G Preferred
                  Stock, or 23.10% of the outstanding Series G Preferred Stock
                  of the Issuer and 5.71% of the Common Stock of the Issuer
                  assuming conversion of the Series G Preferred Stock held by
                  the Non-U.S. Fund; (vii) directly beneficially owns 79,079
                  shares of Series H Preferred Stock, or 15.82% of the
                  outstanding Series H Preferred Stock of the Issuer and 12.68%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by the Non-U.S. Fund; (viii)
                  directly beneficially owns an H Warrant to purchase 395,395
                  shares of Common Stock upon exercise of such warrant,
                  representing 15.82% of the H Warrants and 6.77% of the Common
                  Stock of the Issuer assuming exercise of such H Warrant; and
                  (ix) directly beneficially owns a Common Call Warrant to
                  purchase 593,093 shares of Common Stock upon exercise of such
                  warrant, representing 15.82% of the Common Call Warrants and
                  9.82% of the Common Stock of the Issuer assuming exercise of
                  such Common Call Warrant. Assuming exercise and/or conversion
                  of all of the above described shares held by the Non-U.S.
                  Fund, the Non-U.S. Fund would have direct beneficial ownership
                  of and shared voting power with respect to 6,552,437 shares of
                  the Issuers Common Stock, representing 54.62% of the Issuer's
                  outstanding Common Stock, on a fully diluted basis.

                  Co Investor (i) directly beneficially owns 88,016 shares of
                  Series B Preferred Stock representing 3.14% of the outstanding
                  shares of Series B Preferred Stock and 2.57% of the Issuer's
                  Common Stock assuming conversion of the Series B Preferred
                  Stock held by the Co Investor; (ii) directly beneficially owns
                  62,520 shares of Series C Preferred Stock representing 3.13%
                  of the outstanding shares of Series C Preferred Stock and
                  1.26% of the Issuer's Common Stock assuming conversion of the
                  Series C Preferred Stock held by the Co Investor; (iii)
                  directly beneficially owns 25,804 warrants to purchase shares
                  of Series C Preferred Stock representing 1.27% of outstanding
                  Series C Preferred Stock of the Issuer assuming exercise of
                  such warrants and 0.52% of the Common Stock of the Issuer
                  assuming the exercise of such warrants and conversion of the
                  underlying shares held by the Co Investor; (iv) directly
                  beneficially owns 31,746 shares of Series D Preferred Stock
                  representing 2.09% of the outstanding Series D Preferred Stock
                  of the Issuer and 1.50% of the Common Stock of the Issuer
                  assuming conversion of the Series D Preferred Stock held by
                  the Co Investor; (v) directly beneficially owns 6,756 warrants
                  to purchase shares of Series D Preferred Stock representing
                  0.44% of the outstanding Series D Preferred Stock of the
                  Issuer assuming exercise of such warrants and 0.32% of the
                  Common Stock of the Issuer assuming exercise of such warrants
                  and conversion of the underlying shares held by the Co
                  Investor; (vi) directly beneficially owns 103,488 shares of
                  Series G Preferred Stock, or 1.76% of the outstanding Series G
                  Preferred Stock of the Issuer and 0.46% of the Common Stock of
                  the Issuer assuming conversion of the Series G Preferred Stock
                  held by the Co Investor; (vii) directly beneficially owns
                  6,488 shares of Series H Preferred Stock, or 1.30% of the
                  outstanding Series H Preferred Stock of the Issuer and 1.18%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by the Co Investor; (viii)
                  directly beneficially owns an H Warrant to purchase 32,440
                  shares of Common Stock upon exercise of such warrant,
                  representing 1.30% of the H Warrants and 0.59% of the Common
                  Stock assuming exercise of such Warrant; and (ix) directly
                  beneficially owns a Common Call Warrant to purchase 48,660
                  shares of Common Stock upon exercise of such warrant,
                  representing 1.30% of the Common Call Warrants and 0.89% of
                  the Common Stock assuming exercise of such Common Call
                  Warrant. Assuming exercise and/or conversion of all of the
                  above described shares held by the Co Investor, the Co
                  Investor would have direct beneficial ownership of and shared
                  voting power with respect to 513,330 shares of the Issuers
                  Common Stock, representing 8.62% of the Issuer's outstanding
                  Common Stock, on a fully

                              Page 16 of 21 Pages
<PAGE>

                  diluted basis.

                  Blue Star (i) directly beneficially owns 33,430 shares of
                  Series B Preferred Stock representing 1.19% of the outstanding
                  shares of Series B Preferred Stock and 0.99% of the Issuer's
                  Common Stock assuming conversion of the Series B Preferred
                  Stock held by Blue Star; (ii) directly beneficially owns
                  24,017 shares of Series C Preferred Stock representing 1.20%
                  of the outstanding shares of Series C Preferred Stock and
                  0.49% of the Issuer's Common Stock assuming conversion of the
                  Series C Preferred Stock held by Blue Star; (iii) directly
                  beneficially owns 9,913 warrants to purchase shares of Series
                  C Preferred Stock representing 0.49% of outstanding Series C
                  Preferred Stock of the Issuer assuming exercise of such
                  warrants and 0.20% of the Common Stock of the Issuer assuming
                  the exercise of such warrants and conversion of the underlying
                  shares held by Blue Star; (iv) directly beneficially owns
                  12,281 shares of Series D Preferred Stock representing
                  approximately 0.81% of the outstanding Series D Preferred
                  Stock of the Issuer and 0.59% of the Common Stock of the
                  Issuer assuming conversion of the Series D Preferred Stock
                  held by Blue Star; (v) directly beneficially owns 2,613
                  warrants to purchase shares of Series D Preferred Stock
                  representing 0.17% of the outstanding Series D Preferred Stock
                  of the Issuer assuming exercise of such warrants and 0.13% of
                  the Common Stock of the Issuer assuming exercise of such
                  warrants and conversion of the underlying shares held by Blue
                  Star; (vi) directly beneficially owns 42,495 shares of Series
                  G Preferred Stock, or 0.72% of the outstanding Series G
                  Preferred Stock of the Issuer and 0.19% of the Common Stock of
                  the Issuer assuming conversion of the Series G Preferred Stock
                  held by Blue Star; (vii) directly beneficially owns 2,524
                  shares of Series H Preferred Stock, or 0.50% of the
                  outstanding Series H Preferred Stock of the Issuer and 0.46%
                  of the Common Stock of the Issuer assuming conversion of the
                  Series H Preferred Stock held by Blue Star; (viii) directly
                  beneficially owns an H Warrant to purchase 12,620 shares of
                  Common Stock upon exercise of such warrant, representing 0.50%
                  of the H Warrants and 0.23% of the Common Stock assuming
                  exercise of such H Warrant; and (ix) directly beneficially
                  owns a Common Call Warrant to purchase 18,930 shares of Common
                  Stock upon exercise of such warrant, representing 0.50% of the
                  Common Call Warrants and 0.35% of the Common Stock assuming
                  exercise of such Common Call Warrant. Assuming exercise and/or
                  conversion of all of the above described shares held by Blue
                  Star, Blue Star would have direct beneficial ownership of and
                  shared voting power with respect to 198,223 shares of the
                  Issuers Common Stock, representing 3.51% of the Issuer's
                  outstanding Common Stock, on a fully diluted basis.

                  THLPV collectively (i) directly and indirectly beneficially
                  own 2,806,797 shares of Series B Preferred Stock representing
                  100% of the outstanding Series B Preferred Stock and 45.69% of
                  the Common Stock of the Issuer assuming conversion of the
                  Series B Preferred Stock held by THLPV; (ii) directly and
                  indirectly beneficial own of 2,000,000 shares of Series C
                  Preferred Stock representing 100% of the outstanding shares of
                  Series C Preferred Stock and 28.91% of the Issuer's Common
                  Stock assuming conversion of the Series C Preferred Stock held
                  directly or indirectly THLPV; (iii) directly and indirectly
                  beneficially own 825,484 warrants to purchase shares of Series
                  C Preferred Stock representing 29.22% of outstanding Series C
                  Preferred Stock of the Issuer assuming the exercise of such
                  warrants and 14.37% of the Common Stock of the Issuer assuming
                  the exercise of such warrants and conversion of the underlying
                  shares directly or indirectly held by THLPV; (iv) directly and
                  indirectly beneficially own 1,017,538 shares of Series D
                  Preferred Stock representing 67.06% of the outstanding Series
                  D Preferred Stock of the Issuer and 32.85% of the Common Stock
                  of the Issuer assuming conversion of the Series D Preferred
                  Stock directly or indirectly held by THLPV; (v) directly and
                  indirectly beneficially own 216,533 warrants to purchase
                  shares of Series D Preferred Stock representing 12.49% of the
                  outstanding Series D Preferred Stock of the Issuer assuming
                  exercise of such warrants and 9.43% of the Common Stock of the
                  Issuer assuming exercise of such warrants and conversion of
                  the underlying shares directly and indirectly held by THLPV;
                  (vi) directly and indirectly beneficially own 3,333,333 shares
                  of Series G Preferred Stock, or 56.83% of the outstanding
                  Series G Preferred Stock of the Issuer and 12.97% of the
                  Common Stock of the Issuer assuming conversion of the Series G
                  Preferred Stock directly and indirectly held by THLPV; (vii)
                  directly and indirectly beneficially owns 196,900 shares of
                  Series H Preferred Stock, or 39.38% of the outstanding Series
                  H Preferred Stock of the Issuer, and 26.56% of the Common
                  Stock of the Issuer assuming conversion of the Series H

                              Page 17 of 21 Pages

<PAGE>
                  Preferred Stock held by THLPV; (viii) directly and indirectly
                  beneficially own an H Warrant to purchase 984,500 shares of
                  Common Stock upon exercise of such warrant, and 39.38% of the
                  H Warrants outstanding issued in connection with the issuance
                  of the Series H Preferred Stock, and 15.31% of the Common
                  Stock assuming exercise of such H Warrant; (ix) directly and
                  indirectly beneficially own a Common Call Warrant to purchase
                  1,476,750 shares of Common Stock upon exercise of such
                  warrant, and 39.38% of the Common Call Warrants outstanding
                  issued in connection with the issuance of the Series H
                  Preferred Stock, and 21.34% of the Common Stock assuming
                  exercise of such Common Call Warrant; and (x) directly and
                  indirectly beneficially own 13,500 shares of restricted stock
                  and 20,000 options to purchase Common Stock directly
                  beneficially owned by the U.S. Fund. Assuming exercise and/or
                  conversion of all of the above described shares held by THLPV,
                  THLPV would have direct and indirect beneficial ownership of
                  and shared voting power with respect to 16,212,658 shares of
                  the Issuers Common Stock, representing 74.86% of the Issuer's
                  outstanding Common Stock, on a fully diluted basis.

         (b)      Each of the Fund Advisor, the Fund Advisor GP, the Fund
                  Manager, the Fund Manager GP, and Thomas H. Lee, may be deemed
                  to share voting and dispositive power with respect to
                  2,806,797 shares of Series B Preferred Stock, 2,000,000 shares
                  of Series C Preferred Stock, 1,017,538 shares of Series D
                  Preferred Stock, 825,484 warrants to purchase Series C
                  Preferred Stock, 216,533 warrants to Purchase Series D
                  Preferred Stock, the H Warrant to purchase 984,500 shares of
                  Common Stock and the Common Call Warrant to purchase 1,476,750
                  shares of Common Stock beneficially owned by THLPV; and the
                  13,500 shares of restricted stock and 20,000 options to
                  purchase Common Stock held by the U.S. Fund, each as described
                  in Item 5(a) above, which represents 74.86% of the outstanding
                  shares of Common Stock of the Issuer (assuming conversion of
                  the Series B Preferred Stock, Series C Preferred Stock and
                  Series D Preferred Stock; conversion and exercise of the
                  warrants to purchase Series C Preferred Stock and Series D
                  Preferred Stock; exercise of the H Warrant and the Common Call
                  Warrant held by THLPV; and exercise of the 20,000 options to
                  purchase Common Stock held by the U.S. Fund, on a fully
                  diluted basis). The filing of this Schedule 13D by Fund
                  Advisor, the Fund Advisor GP, the Fund Manager, the Fund
                  Manager GP, and Thomas H. Lee shall not be construed as an
                  admission that such entities are, for the purpose of Section
                  13(d) of the Exchange Act, (i) the beneficial owners of Series
                  B Preferred Stock, Series C Preferred Stock, Series D
                  Preferred Stock, Series G Preferred Stock, the Series H
                  Preferred Stock, the warrants to purchase Series C Preferred
                  Stock and Series D Preferred Stock, the H Warrant or the
                  Common Call Warrant held by THLPV, or (ii) the 13,500 shares
                  of restricted stock or 20,000 stock options directly
                  beneficially owned by the U.S. Fund.

         (c)      The responses to Items 3 and 4 of this Schedule 13D are
                  incorporated herein.

         (d)      Not applicable.

         (e)      Not applicable.

         ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

         Exhibit 1 - Schedule 13D Joint Filing Agreement, dated October 7, 2003
by and among TH Lee Putnam Ventures, L.P., a Delaware limited partnership, TH
Lee Putnam Parallel Ventures, L.P., TH Lee Putnam Fund Advisors, L.P., a
Delaware limited partnership, TH Lee Putnam Fund Advisors, LLC, a Delaware
limited liability company, TH Lee Global Internet Managers, L.P., a Delaware
limited partnership, TH Lee Global Internet Advisors, LLC, a Delaware limited
liability company, THLi Co Investment Partners, LLC, a Delaware limited
liability corporation, Blue Star I, LLC, and Thomas H. Lee.

         Exhibit 2 - Series H Certificate of Designation of Preferences and
Rights of Series H Convertible Preferred Stock, dated October 10, 2002.*

         Exhibit 3 - Stock Purchase Agreement dated as of October 28, 2002, by
and among Velocity Express Corporation, TH Lee Putnam Ventures, L.P., TH Lee
Putnam Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a Delaware
limited liability corporation, Blue Star I, LLC.*

                              Page 18 of 21 Pages

<PAGE>

         Exhibit 4 - Warrant to Purchase Shares of Velocity Express Corporation
dated October 28, 2002 issued to the TH Lee Putnam Ventures, L.P., TH Lee Putnam
Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a Delaware limited
liability corporation, Blue Star I, LLC.*

         Exhibit 5 - Call Warrant to Purchase Shares of Velocity Express
Corporation Common Stock, dated October 28, 2002, issued TH Lee Putnam Ventures,
L.P., TH Lee Putnam Parallel Ventures, L.P, THLi Co Investment Partners, LLC, a
Delaware limited liability corporation, Blue Star I, LLC.*

         Exhibit 6 - Registration Rights Agreement among Velocity Express
Corporation, TH Lee Putnam Ventures, L.P., TH Lee Putnam Parallel Ventures, L.P,
THLi Co Investment Partners, LLC, a Delaware limited liability corporation, Blue
Star I, LLC dated October 28, 2002.*

         * Previously filed with Amendment No. 1 to this Schedule 13D dated
November 12, 2002.

                              Page 19 of 21 Pages

<PAGE>

                                   SIGNATURES

         After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.

Date: October 7, 2003

                                      TH LEE PUTNAM VENTURES, L.P.

                                      By: TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                      By: TH Lee Putnam Fund Advisors, LLC,
                                          its general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM PARALLEL VENTURES, L.P.

                                      By: TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                      By: TH Lee Putnam Fund Advisors, LLC,
                                          its general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM FUND ADVISORS, L.P.

                                      By: TH Lee Putnam Fund Advisors, LLC, its
                                      general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM FUND ADVISORS, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                              Page 20 of 21 Pages

<PAGE>

                                      TH LEE GLOBAL INTERNET MANAGERS, L.P.

                                      By: TH Lee Global Internet Advisors, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE GLOBAL INTERNET ADVISORS, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      THLi COINVESTMENT PARTNERS, LLC

                                      By: TH Lee Putnam Fund Advisors, L.P., its
                                      general partner

                                      By: TH Lee Putnam Fund Advisors, LLC, its
                                      general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      BLUESTAR I, LLC

                                      By: /s/ Thomas H. Lee
                                          --------------------------------------
                                          Name: Thomas H. Lee
                                          Title: Managing Member

                              Page 21 of 21 Pages


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y90391a2exv99w1.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>
<PAGE>

                                                                       EXHIBIT 1

                       SCHEDULE 13D JOINT FILING AGREEMENT

         The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:

         The undersigned and each other person executing this Agreement are
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information statement concerning any other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.

                                  * * * * * *

                                Page 1 of 3 Pages

<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date set
forth opposite their name.

Date: October 7, 2003

                                      TH LEE PUTNAM VENTURES, L.P.

                                      By: TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                      By: TH Lee Putnam Fund Advisors, LLC,
                                          its general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM PARALLEL VENTURES, L.P.

                                      By: TH Lee Putnam Fund Advisors, L.P.,
                                          its general partner

                                      By: TH Lee Putnam Fund Advisors, LLC,
                                          its general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM FUND ADVISORS, L.P.

                                      By: TH Lee Putnam Fund Advisors, LLC, its
                                      general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE PUTNAM FUND ADVISORS, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                Page 2 of 3 Pages

<PAGE>

                                      TH LEE GLOBAL INTERNET MANAGERS, L.P.

                                      By: TH Lee Global Internet Advisors, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      TH LEE GLOBAL INTERNET ADVISORS, LLC

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      THLi COINVESTMENT PARTNERS, LLC

                                      By: TH Lee Putnam Fund Advisors, L.P., its
                                      general partner

                                      By: TH Lee Putnam Fund Advisors, LLC, its
                                      general partner

                                      By: /s/ James Brown
                                          --------------------------------------
                                          Name: James Brown
                                          Title: Managing Director

                                      BLUESTAR I, LLC

                                      By: /s/ Thomas H. Lee
                                          --------------------------------------
                                          Name: Thomas H. Lee
                                          Title: Managing Member

                               Page 3 of 3 Pages

</TEXT>
</DOCUMENT>
</SUBMISSION>
