X0202 4 2004-07-26 0 0001002902 VELOCITY EXPRESS CORP VEXP 0001063711 BET ASSOCIATES LP 3103 PHILMONT AVENUE HUNTINGDON VALLEY PA 19006 0 0 1 0 Series I Convertible Preferred Stock 0.1228 2004-07-26 4 J 0 416666 1.50 A 1988-08-08 1988-08-08 Common Stock 5089572 5089572 D Conversion of Series I Convertible Preferred Stock into Common Stock requires stockholder approval. None On July 26, 2004, the Issuer sold rights to receive 4,911,867 shares of Series J Convertible Preferred Stock and, pursuant to the antidilution provisions of the Series I Convertible Preferred Stock, such sale had the effect of increasing the number of shares of common stock into which the shares of Series I Convertible Preferred Stock owned by the Reporting Person was convertible from an aggregate of 4,572,051 shares, as reported by the Reporting Person on a Form 4 filed with the Securities and Exchange Commission on 04/27/2004, to an aggregate 5,089,572 shares. This Form 4 is filed to report the Reporting Person?s acquisition of beneficial ownership of such 517,521 shares of common stock of the Issuer. Bruce E. Toll, as sole member of BRU Holdings Co., LLC / General Partner of BET Associates, L.P. 2004-07-26