VELOCITY EXPRESS CORPORATION
One Morningside Drive North
Building B Suite 300
Westport, Connecticut 06880
December 11, 2006
VIA EDGAR AND TELECOPIER
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Daniel Morris, Esq.
| Re: | Velocity Express Corporation |
Post-Effective Amendment No. 1 to Registration Statement on Form S-1
File Number 333-132132
Dear Mr. Morris:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the Securities Act), Velocity Express Corporation (the Registrant), hereby requests withdrawal, effective immediately, of Post-Effective Amendment No. 1 (Amendment No. 1) to its Registration Statement on Form S-1 (File No. 333-132132) (the Old Registration Statement), together with all exhibits thereto. Amendment No. 1 was initially filed with the Securities and Exchange Commission on October 30, 2006. No securities were sold pursuant to Amendment No. 1, and Amendment No. 1 was never declared effective.
At 4:00 p.m., eastern standard time, on December 8, 2006, the Registrants Registration Statement on Form S-1 (File No. 333-138330) (the New Registration Statement) was declared effective. The New Registration Statement, by virtue of Rule 429 under the Securities Act, also constituted a post-effective amendment to the Old Registration Statement. Accordingly, Amendment No. 1 has been superseded.
Please call Alex Gendzier of King & Spalding at (212) 556-2325, or Sterling M. Dorish of King & Spalding LLP at (212) 827-4054, if you have any questions.
| Very truly yours, | ||
| VELOCITY EXPRESS CORPORATION | ||
| By: | /s/ Edward W. Stone | |
| Name: | Edward W. Stone | |
| Title: | Chief Financial Officer | |
| cc: | Mark T. Carlesimo, Esq |
Alexander A. Gendzier, Esq.
Sterling M. Dorish, Esq.