Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 15, 2008, NASDAQ notified the Company that it was not in compliance with NASDAQ's voting rights rule due to the appointment of two representatives to the Company's Board of Directors by senior lenders to the Company. On October 10, 2008, the two lender representatives resigned from the Board and the Company thereafter confirmed that it would take no further action regarding the lenders' director representation rights. Accordingly, NASDAQ advised the Company in its February 13, 2009 letter that the Company had regained compliance with Rule 4351 and that the matter is now closed.

A copy of the Company's press release announcing receipt of the Staff Determination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS.

EXHIBIT NO. DESCRIPTION
99.1 Press release issued by Velocity Express Corporation on February 18, 2009

---