<SUBMISSION>
<ACCESSION-NUMBER>0001144204-06-028413
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060713
<DATE-OF-FILING-DATE-CHANGE>20060713
<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>06961279
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE MORNINGSIDE DRIVE NORTH
<STREET2>BUILDING B SUITE 300
<CITY>WESTPORT
<STATE>X1
<ZIP>06880
<PHONE>203-349-4160
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE MORNINGSIDE DRIVE NORTH
<STREET2>BUILDING B SUITE 300
<CITY>WESTPORT
<STATE>X1
<ZIP>06880
</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>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SCORPION CAPITAL PARTNERS LP
<CIK>0001296789
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1107 BROADWAY STE1300
<CITY>NEW YORK
<STATE>NY
<ZIP>10010
<PHONE>2122079020
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1107 BROADWAY STE1300
<CITY>NEW YORK
<STATE>NY
<ZIP>10010
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>v047511_sc13d-a.txt
<TEXT>
Schedule 13D                                                       Page 1 of 10
--------------------------------------------------------------------------------

                       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, $.004 Par Value
  ----------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    92257T103
  ----------------------------------------------------------------------------
                                 (CUSIP Number)


                    Edward W. Stone, Chief Financial Officer
   One Morningside Drive North, Bldg. B. Suite 300, Westport Connecticut 06880
                                 (203) 349-4160
  ----------------------------------------------------------------------------
            (Name, Address And Telephone Number Of Person Authorized
                     To Receive Notices And Communications)



                                  July 3, 2006
                          ----------------------------
                          (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 ss.ss.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 Rule 13d-7 for other parties
to whom copies are to be sent.

* The  remainder of this cover page shall be filed out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

                  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>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 2 of 9 Pages
  ----------------------------------       -------------------------------------

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

      1.    Names of Reporting Persons. I.R.S. Identification Nos. of above
            persons (entities only).

            Scorpion Capital Partners, L.P. (20-1155319)
--------------------------------------------------------------------------------

      2.    Check the Appropriate Box if a Member of a Group (See Instructions)

            (a).................................................................

            (b).................................................................

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

      3.    SEC Use Only .......................................................

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

      4.    Source of Funds (See Instructions)        WC

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

      5.    Check 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

                  5,781,037*  (2,727,273  shares of common stock  represented by
                  300,000  shares  of Series Q  Preferred  Stock,  plus  391,538
                  shares of common stock represented by 223,129 shares of Series
                  N  Preferred  Stock,  and  2,662,227  shares of  common  stock
                  represented by 1,517,144  shares of Series M Preferred  Stock,
                  owned prior to the Series Q offering).

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

                  8.    Shared Voting Power

                  607,775  shares of common stock  represented by 242,743 shares
                  of  Series M  Preferred  Stock and  20,000  shares of Series Q
                  Preferred Stock.
Number of
Shares           ---------------------------------------------------------------
Beneficially
Owned by          9.    Sole Dispositive Power
Each
Reporting         5,781,037*  (2,727,273  shares of common stock  represented by
Person With       300,000  shares  of Series Q  Preferred  Stock,  plus  391,538
                  shares of common stock represented by 223,129 shares of Series
                  N  Preferred  Stock,  and  2,662,227  shares of  common  stock
                  represented by 1,517,144  shares of Series M Preferred  Stock,
                  owned prior to the Series Q offering).

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

                  10.   Shared Dispositive Power

                  607,775  shares of common stock  represented by 242,743 shares
                  of  Series M  Preferred  Stock and  20,000  shares of Series Q
                  Preferred Stock.

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

      11.   Aggregate Amount Beneficially Owned by Each Reporting Person

            6,388,812*
--------------------------------------------------------------------------------

      12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
            (See Instructions) .................................................

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

      13.   Percent of Class Represented by Amount in Row (11)

            24.74%* of issued and outstanding shares of common stock
--------------------------------------------------------------------------------

      14.   Type of Reporting Person (See Instructions)

            PN
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
* Expressed  after giving effect to the  conversion of Series Q Preferred  Stock
into Common Stock and the previous  transactions  reported on Schedule 13D filed
on February 23, 2005, and Amendment No. 1 to Schedule 13D filed on May 5, 2005.
--------------------------------------------------------------------------------

<PAGE>
  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 3 of 9 Pages
  ----------------------------------       -------------------------------------

ITEM 1. SECURITY AND ISSUER

The class of equity  security  to which  this  statement  relates  is the common
stock,  par value $0.004 per share (the  "Common  Stock"),  of Velocity  Express
Corporation, a Delaware corporation (the "Issuer"), all of which are represented
by an aggregate of 320,000 shares of Series Q Preferred Stock  convertible  into
2,909,091  shares  of  common  stock.  The name  and  address  of the  principal
executive  offices  of  the  Issuer  are  Velocity  Express   Corporation,   One
Morningside Drive North, Building B, Suite 300, Westport, Connecticut 06880.

ITEM 2.        IDENTITY AND BACKGROUND

This statement is being jointly filed by each of the following  persons pursuant
to Rule 13d-1(k)  promulgated  by the Securities  and Exchange  Commission  (the
"Commission")  pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):

   (a)      Scorpion  Capital  Partners,  L.P., a Delaware  limited  partnership
            ("Scorpion  Capital"),   by  virtue  of  its  status  as  an  entity
            affiliated with Scorpion Capital;

            Scorpion  Acquisition,  LLC, a Delaware  limited  liability  company
            ("Scorpion  Acquisition"),   by  virtue  of  its  deemed  beneficial
            ownership  of  6,388,812  shares  of  common  stock  represented  by
            1,759,887  shares of Series M  Preferred  Stock,  223,129  shares of
            Series N Preferred  Stock,  and 320,000 shares of Series Q Preferred
            Stock;

            Scorpion GP, LLC, a Delaware limited  liability  company  ("Scorpion
            GP"),  by virtue of its status as the  general  partner of  Scorpion
            Capital;

            Kevin R. McCarthy, an individual and citizen of the United States of
            America,  by virtue of his status as a General  Partner of  Scorpion
            Capital and the Managing Member of Scorpion Acquisition and Scorpion
            GP; and

            Nuno  Brandolini,  an  individual  and resident  alien of the United
            States of America,  by virtue of his status as a General  Partner of
            Scorpion  Capital and Managing  Member of Scorpion  Acquisition  and
            Scorpion  GP;

            all of whom are collectively referred to as the "Reporting Persons."

            Pursuant to Rule 13d-4 of the Exchange  Act, the  Reporting  Persons
            expressly  declare  that the filing of this  statement  shall not be
            construed as an admission  that any such person is, for the purposes
            of  Section  13(d)  and/or  Section  13(g)  of the  Exchange  Act or
            otherwise,  the beneficial  owner of any securities  covered by this
            statement held by any other person.

<PAGE>
  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 4 of 9 Pages
  ----------------------------------       -------------------------------------


   (b)      The  address  of  the  principal  business  office  of  each  of the
            Reporting  Persons is: 245 Fifth Avenue,  25th Floor,  New York, New
            York 10016.

   (c)      Scorpion  Capital is a $120,000,000  private  equity fund.  Scorpion
            Capital is a federally  licensed Small Business  Investment  Company
            under  the  Small  Business   Investment   Act  of  1958.   Scorpion
            Acquisition  is an  affiliate  of  Scorpion  Capital  and is  also a
            private equity fund.  Scorpion GP is the general partner of Scorpion
            Capital and is engaged in the business of managing Scorpion Capital.
            Each of the Reporting Persons is a private equity investment fund or
            is involved in the management of private equity or other  investment
            funds. Each of Messrs.  McCarthy and Brandolini are Managing Members
            of Scorpion Acquisition and Scorpion GP.

   (d)-(e)  Information  with respect to each Reporting Person is given solely
            by  such  Reporting   Person,   and  no  Reporting   Person  assumes
            responsibility  for the accuracy or  completeness of the information
            furnished  by  another  Reporting  Person.   The  Reporting  Persons
            expressly  disclaim  that they have  agreed to act as a group  other
            than as described in this Statement.

            None of the Reporting  Persons nor, to the best of their  knowledge,
            the Reporting  Persons' executive officers or managing directors (as
            applicable)  has,  during the last five years,  been  convicted in a
            criminal   proceeding   (excluding  traffic  violations  or  similar
            misdemeanors)  or been party to a civil  proceeding of a judicial or
            administrative  body of  competent  jurisdiction  and as a result of
            such  proceedings  was or is subject to a judgment,  decree or final
            order  enjoining  future  violations of, or prohibiting or mandating
            activities  subject to, federal or state  securities laws of finding
            any violation with respect to such laws.

   (f)      The applicable  information  set forth in Item 2(a) of this Schedule
            13D is hereby incorporated herein by reference.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On July 3, 2006,  Scorpion  Capital,  Scorpion  Acquisition  and other investors
entered into a purchase  agreement  (the "Purchase  Agreement")  with the Issuer
pursuant to which the investors invested an aggregate amount of $40.0 million of
new equity capital into the Issuer,  in the form of 4,000,000 shares of Series Q
Preferred Stock, par value $0.004 per share ("Series Q Preferred  Stock"),  at a
price of $10.00  per  share.  The  investment  was  initially  convertible  into
36,364,000  shares of Common Stock.  The Series Q Preferred  accrues  cumulative
paid-in-kind dividends equal to 6% per annum and would convert on a 9.091 to one
basis into shares of Common Stock. The proceeds will be used for general working
capital needs  consistent with financial  budgets  approved from time to time by
the Issuer's Board of Directors.  Board approval of the transaction was obtained
on June 26, 2006.

<PAGE>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 5 of 9 Pages
  ----------------------------------       -------------------------------------

In the event of any liquidation or winding up of the Issuer,  the holders of the
Series Q Preferred  Stock will be entitled to a preference on liquidation  equal
to one times (1x) the original  purchase  price of the Series Q Preferred  Stock
plus any accrued and unpaid  dividends.  A consolidation or merger of the Issuer
or a sale of  substantially  all of its assets shall be treated as a liquidation
for these purposes.

The investors also entered into a  Registration  Rights  Agreement,  pursuant to
which the Issuer agreed to file a registration  statement with the United States
Securities  and  Exchange  Commission  covering  the  resale  of the  securities
issuable  upon the  conversion  of the Series Q  Preferred  Stock  (among  other
securities and subject to certain conditions) no later than October 31, 2006.

ITEM 4. PURPOSE OF TRANSACTION

The  Reporting  Persons  beneficially  acquired the shares of Common  Stock,  as
represented  by  their  shares  of  Series Q  Preferred  Stock,  for  investment
purposes.  As a result  of  the  transaction,  the  Reporting  Persons  acquired
beneficial  ownership  of  approximately  24.74%  of  the  Issuer's  issued  and
outstanding Common Stock, expressed after giving effect to the conversion of the
Series  M  Preferred  Stock,  the  Series N  Preferred  Stock  and the  Series Q
Preferred  Stock held by the Reporting  Persons.

Depending  on  various  factors  including,  without  limitation,  the  Issuer's
business,  financial  position and prospects,  the price levels of the shares of
Common Stock,  conditions  in the  securities  markets and general  economic and
industry  conditions,  the Reporting Persons may in the future take such actions
with  respect  to  their  investment  in the  Issuer  as they  deem  appropriate
including,  without  limitation,  acquiring  additional  shares or  disposing of
shares if they deem such  action to be in their best  interests.  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;

<PAGE>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 6 of 9 Pages
  ----------------------------------       -------------------------------------


   (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.

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

   (a)      As of the date  hereof,  the  Reporting  Persons may be deemed to be
            beneficial owners,  within the meaning of Rule 13d-3 of the Exchange
            Act, of 6,388,812  shares of Common Stock,  which are represented by
            1,759,887  shares of Series M  Preferred  Stock,  223,129  shares of
            Series N Preferred  Stock and  320,000  shares of Series Q Preferred
            Stock. These shares represent approximately 24.74% of the issued and
            outstanding common stock of the Issuer expressed after giving effect
            to the  conversion  of the Series M  Preferred  Stock,  the Series N
            Preferred  Stock  and  the  Series  Q  Preferred  Stock  held by the
            Reporting Persons, based upon the information provided by the Issuer
            to the Reporting Persons.

   (b)      Except as stated in Item 6 below:  (i) Scorpion Capital has the sole
            power to vote or  direct  the  vote and to  dispose  or  direct  the
            disposition  of  5,781,037   shares  of  Common  Stock,   which  are
            represented by 1,517,144 shares of Series M Preferred Stock, 223,129
            shares of Series N Preferred  Stock and  300,000  shares of Series Q
            Preferred Stock; and (ii) Scorpion Acquisition has the sole power to
            vote or direct the vote and to dispose or direct the  disposition of
            607,775  shares of Common Stock,  which are  represented  by 242,743
            shares of Series M  Preferred  Stock and  20,000  shares of Series Q
            Preferred Stock.  Each Reporting Person may be deemed to have shared
            power to vote or  direct  the  vote and to  dispose  or  direct  the
            disposition of such 6,388,812 shares of Common Stock.

   (c)      Except for the  transactions  described  herein,  there have been no
            other  transactions  in the securities of the Issuer effected by the
            Reporting Persons in the last 60 days.

<PAGE>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 7 of 9 Pages
  ----------------------------------       -------------------------------------


   (d)      Except  as  stated  within  this  Item  5, to the  knowledge  of the
            Reporting  Persons,  only the  Reporting  Persons  have the right to
            receive or the power to direct the  receipt of  dividends  from,  or
            proceeds  from the sale of, the shares of Common Stock of the Issuer
            reported by this statement.

   (e)      Inapplicable.


<PAGE>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 8 of 9 Pages
  ----------------------------------       -------------------------------------



ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER

Except  for  the  agreements  described  in  response  to  Items 3 and 4 of this
Schedule 13D,  which are hereby  incorporated  herein by reference,  to the best
knowledge  of the  Reporting  Persons,  there  are no  contracts,  arrangements,
understandings  or  relationships  (legal  or  otherwise)  between  the  persons
enumerated in Item 2 of this Schedule 13D, and any other person, with respect to
any securities of the Issuer,  including, but not limited to, transfer or voting
of any of  the  securities,  finder's  fees,  joint  ventures,  loan  or  option
agreements,  puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit A. Stock  Purchase  Agreement  dated  June 2006,  by and among  Velocity
Express  Corporation,  Scorpion Capital,  Scorpion Acquisition and certain other
investors set forth in the Stock Purchase  Agreement  (incorporated by reference
from  Exhibit  10.4 of the  Issuer's  Current  Report on Form 8-K filed July 10,
2006).

Exhibit  B.  Certificate  of  Designations,  Preferences  and Rights of Series Q
Convertible  Preferred Stock of Velocity  Express  Corporation  (incorporated by
reference from Exhibit 3.1 of the Issuer's Current Report on Form 8-K filed July
6, 2006).

Exhibit C. Amended Certificate of Designations, Preferences and Rights of Series
Q Convertible  Preferred Stock of Velocity Express Corporation  (incorporated by
reference from Exhibit 3.2 of the Issuer's Current Report on Form 8-K filed July
6, 2006).

Exhibit D.  Registration  Rights  Agreement  dated  July 3,  2006,  by and among
Velocity Express Corporation, Scorpion Capital, Scorpion Acquisition and certain
other investors set forth in the Registration Rights Agreement  (incorporated by
reference  from Exhibit 10.5 of the  Issuer's  Current  Report on Form 8-K filed
July 10, 2006).



<PAGE>

  ---------------------------------        -------------------------------------
     CUSIP No. 92257T103                                Page 9 of 9 Pages
  ----------------------------------       -------------------------------------



                                    SIGNATURE

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

Date:  July 13, 2006                        SCORPION CAPITAL PARTNERS, L.P.
                                           By:   Scorpion GP, LLC,
                                           Its:  General Partner




                                                By: /s/ Kevin McCarthy

                                                Name:  Kevin McCarthy

                                                Title: Manager



            ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
           CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)


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