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

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

VENUS EXPLORATION, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.
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2

VENUS EXPLORATION, INC.
1250 NE LOOP 410, SUITE 810
SAN ANTONIO, TEXAS 78209
(210) 930-4900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 5, 2001

----------

TO THE STOCKHOLDERS OF VENUS EXPLORATION, INC.

The 2001 Annual Meeting of Stockholders of VENUS EXPLORATION, INC.,
will be held at 1250 NE Loop 410, Suite 810, San Antonio, Texas, on June 5,
2001, at 10:00 a.m., Central Time, for the following purposes:

1. To elect eight (8) directors to serve until the next annual
meeting of stockholders;

2. To ratify the appointment of KPMG LLP as Venus Exploration's
independent certified public accountants for the fiscal year
ending December 31, 2001; and

3. To transact such other business as may properly come before
the 2001 annual meeting.

Only stockholders of record at the close of business on April 16, 2001,
will be entitled to notice of and to vote at the 2001 annual meeting or any
adjournment(s) thereof. For a period of at least ten (10) days prior to the 2001
annual meeting, a complete list of stockholders entitled to vote at the meeting
will be open to examination by any stockholder during ordinary business hours at
the offices of Venus Exploration, 1250 NE Loop 410, Suite 810, San Antonio,
Texas 78209.

Information concerning the matters to be acted upon at the 2001 annual
meeting is set forth in the accompanying proxy statement.

A proxy card is enclosed in the envelope in which these materials were
mailed to you. Please fill in, date and sign the proxy card, and return it
promptly in the enclosed postage-paid return envelope. If you attend the 2001
annual meeting, you may withdraw your proxy at that time and vote in person.

A copy of the Annual Report to Stockholders for the fiscal year ended
December 31, 2000, is enclosed.

By Order of the Board of Directors

/s/ TERRY F. HARDEMAN

San Antonio, Texas Terry F. Hardeman, Secretary
April 30, 2001

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY SO THAT YOUR VOTE MAY BE RECORDED
AT THE ANNUAL MEETING IF YOU DO NOT ATTEND PERSONALLY. PROXIES FORWARDED BY OR
FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS REQUESTED BY THEM.

VENUS EXPLORATION, INC.
1250 NE LOOP 410, SUITE 810
SAN ANTONIO, TEXAS 78209
(210) 930-4900

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 5, 2001

This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Venus Exploration, Inc., a
Delaware corporation, to be voted at the 2001 Annual Meeting of Stockholders of
Venus Exploration, Inc., to be held at 1250 NE Loop 410, Suite 810, San Antonio,
Texas, on June 5, 2001, at 10:00 a.m., Central Time, and at any adjournments
thereof.

The 2001 annual meeting is being held for the following purposes:

1. To elect eight (8) directors to serve until the next annual
meeting of stockholders;

2. To ratify the appointment of KPMG LLP as Venus Exploration's
independent certified public accountants for the fiscal year
ending December 31, 2001; and

3. To transact such other business as may properly come before
the 2001 annual meeting.

The mailing address of the principal offices of Venus Exploration is
1250 NE Loop 410, Suite 810, San Antonio, Texas 78209. The approximate date on
which this proxy statement and form of proxy are first being sent or given to
stockholders is May 2, 2001.

VOTING AT THE MEETING

Only holders of record of Venus Exploration's common stock, par value
$.01 per share, outstanding at the close of business on April 16, 2001, the
record date for the 2001 annual meeting, are entitled to notice of and to vote
at the 2001 annual meeting and at any adjournment(s) thereof. As of the close of
business on the record date, 12,343,196 shares of common stock were outstanding
and entitled to vote at the 2001 annual meeting. Unless otherwise indicated, all
references herein to percentages of outstanding shares of common stock are based
on such number of shares outstanding on the record date. Each share of common
stock is entitled to one (1) vote. Stockholders do not have the right to
cumulate their votes for directors.

A Quorum is Required to Transact Business

The presence, in person or by proxy, of holders of a majority of the
outstanding shares of common stock entitled to vote is necessary to constitute a
quorum at the annual meeting. For purposes of determining the presence of a
quorum and of determining the number of votes necessary to take stockholder
action, as discussed below, stockholders of record who are present at the
meeting in person or by proxy and who abstain, including brokers holding
customers' shares of record who cause abstentions to be recorded at the meeting,
are considered stockholders who are present and entitled to vote, and they count
toward the quorum.

Voting Requirements for Each Proposal

Brokers holding shares of record for customers generally are not
entitled to vote on matters unless they receive voting instructions from their
customers. As used herein, "uninstructed shares" means shares held by a broker
who has not received instructions from its customers on such matters and the
broker has so notified Venus Exploration on a proxy form in accordance with
industry practice or has otherwise advised Venus Exploration that the broker
lacks voting authority. As used herein, "broker non-votes" means the votes that
could have been cast on the matter in question by brokers with respect to
uninstructed shares if the brokers had received their customers' instructions.

Election of Directors. Directors are elected by a plurality vote;
therefore, the eight (8) nominees who receive the most votes will be elected. In
the election of directors, votes may be cast in favor of, or may be withheld
with respect to, each nominee. Abstentions and broker non-votes will not be
taken into account in determining the outcome of the election.

Ratification of Auditors. The ratification of auditors requires the
affirmative vote of the majority of the shares present in person or by proxy at
the annual meeting and entitled to vote. Uninstructed shares are entitled to
vote on this matter. Therefore, abstentions and broker non-votes have the effect
of negative votes.

How to Vote Your Shares

Your proxy will be valid only if you sign, date and return it before
the 2001 annual meeting. If you complete all of the proxy card except the voting
instructions, then the designated proxies will vote your shares "for" the
election of the nominated directors and "for" the ratification of auditors. If
any nominee for election to the Board is unable to serve, which is not
anticipated, or if any other matters properly come before the meeting, the
designated proxies will vote your shares in accordance with his or their best
judgment. Venus Exploration does not know of any matters, other than those
described in the Notice of Annual Meeting of Stockholders, that will come before
the 2001 annual meeting.

If the 2001 annual meeting is postponed or adjourned for any reason, at
any subsequent reconvening of the 2001 annual meeting all proxies will be voted
in the same manner as such proxies would have been voted at the original
convening of the 2001 annual meeting (except for proxies that have theretofore
effectively been revoked or withdrawn), notwithstanding that they may have been
effectively voted on the same or any other matter at a previous meeting.

A stockholder of Venus Exploration who executes and returns a proxy has
the power to revoke it at any time before it is voted. A stockholder who wishes
to revoke a proxy can do so by:

o executing a later-dated proxy relating to the same shares and
by delivering it to the corporate secretary of Venus
Exploration prior to the vote at the 2001 annual meeting,

o giving written notice of the revocation to the corporate
secretary of Venus Exploration prior to the vote at the 2001
annual meeting, or

o appearing in person at the meeting and voting in person the
shares to which the proxy relates.

Page 2
5

All written notices of revocation and other communications relating to the
revocation of proxies should be addressed as follows: Venus Exploration, Inc.,
1250 NE Loop 410, Suite 810, San Antonio, Texas 78209, Attention: Mr. Terry F.
Hardeman, Secretary.

PROXY SOLICITATION EXPENSES

Venus Exploration will bear the cost of soliciting its proxies,
including the expenses of distributing its proxy materials. In addition to the
use of the mail, proxies may be solicited by personal interview, telephone or
telegram by directors, officers, employees and agents of Venus Exploration who
will receive no additional compensation for doing so. Venus Exploration will
reimburse brokers, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in forwarding proxy materials to the
beneficial owners of the common stock held by them as stockholders of record.

OWNERSHIP OF SECURITIES

The following table sets forth the information as of March 31, 2001,
regarding the shares of common stock owned and shares of common stock issuable
upon exercise or conversion of outstanding options, warrants or convertible
securities that can be exercised or converted by their terms on or before May
30, 2001, by (a) each person, including any group, who is known by management to
be the beneficial owner of more than 5% of the common stock as of such date, (b)
each director and director nominee, (c) Venus Exploration's executive officers,
and (d) all directors and executive officers as a group based upon shares of
common stock outstanding on such date.

AMOUNT & NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS (1) CLASS
------------------------------------------ -------------------- ----------

Eugene L. Ames, Jr ............................... 2,028,604(2) 16.19%
John Y. Ames ..................................... 528,782(3) 4.26%
J. C. Anderson ................................... 36,279 *
Martin A. Bell ................................... 87,408(4) *
James W. Gorman .................................. 352,494(5) 2.86%
Michael E. Little ................................ 329,818(6) 2.67%
Jere W. McKenny .................................. 75,862 *
John H. Pinkerton ................................ -0-(7) *

Directors and Executive Officers as a group
(10 persons) .................................... 3,465,423 27.38%

Page 3
6

AMOUNT & NATURE OF
NAME AND ADDRESS OF FIVE PERCENT BENEFICIAL OWNERSHIP PERCENT OF
SHAREHOLDERS (1) CLASS
-------------------------------- -------------------- ------------

Eugene L. Ames, Jr
1250 NE Loop 410, Suite 810
San Antonio, TX 78209 ..................... 2,028,604(2) 16.19%

J. Morton Davis
44 Wall Street
New York, NY 10005 ........................ 1,049,139(4) 8.50%

Range Resources Corporation
500 Throckmorton Street
Fort Worth, TX 76102 ...................... 2,166,213(7) 17.55%

Stratum Group Energy Partners, LP
1330 Sixth Avenue, 33rd Floor
New York, NY 10019 ........................ 1,100,000 8.91%

- ----------

* Less than one percent (1%).

(1) All persons named have sole voting and investment power, except as
otherwise noted.

(2) Includes (a) 289,690 shares and 190,591 exercisable options owned by Eugene
L. Ames, Jr.; (b) 1,140,399 shares, or 8.77% of the common stock, owned by
Ellen R. Y. Ames, the spouse of Eugene L. Ames, Jr.; and (c) 407,924 shares
owned by Venus Oil Company, which is controlled by Mr. and Mrs. Eugene L.
Ames, Jr.

(3) Includes exercisable options to purchase 76,935 shares.

(4) Includes 30,000 exercisable options. The data with respect to Mr. Bell
excludes shares owned by his employer, and Mr. Bell disclaims beneficial
ownership of his employer's shares. J. Morton Davis owns Mr. Bell's
employer, and that entity is deemed to own 1,049,139 shares.

(5) Includes 114,285 shares of common stock issued upon conversion of the 7.0%
Convertible Subordinated Note that was held by Mr. Gorman. See "Certain
Relationships and Related Party Transactions" for a summary of the terms of
this note.

(6) Includes 285,714 shares of common stock issued upon conversion of the 7.0%
Convertible Subordinated Note that was held by Mr. Little. See "Certain
Relationships and Related Party Transactions" for a summary of the terms of
this note.

(7) The data with respect to Mr. Pinkerton does not reflect the 2,166,213
shares that are beneficially owned by Range Resources Corporation, of which
Mr. Pinkerton is President. Mr. Pinkerton disclaims beneficial ownership of
such shares.

Page 4
7

PROPOSAL ONE

ELECTION OF DIRECTORS

GENERAL

At the 2001 annual meeting, stockholders will be asked to elect eight (8)
directors to serve as members of the Board of Directors until their successors
are duly elected and qualified. Your Board of Directors recommends that the
eight (8) nominees named below be elected to serve as directors. The persons
named in the proxy intend to vote the proxies FOR the election of the nominees
named below. Each nominee has consented to being named in this Proxy Statement
and to serve if elected. If any nominee refuses or becomes unable to serve as a
director, which is not anticipated, the persons named as proxies reserve full
discretion to vote for such other person as may be nominated by the Board of
Directors.

EUGENE L. AMES, JR.
JOHN Y. AMES
J.C. ANDERSON
MARTIN A. BELL
JAMES W. GORMAN
MICHAEL E. LITTLE
JERE W. MCKENNY
JOHN H. PINKERTON

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following paragraphs set forth certain information concerning each
nominee for election as a director. All positions and offices with Venus
Exploration held by each such person are also indicated.

EUGENE L. AMES, JR., 67, became Chairman, Chief Executive Officer and a
director of Venus Exploration following its acquisition of the assets and
liabilities of The New Venus Exploration, Inc. ("New Venus") in 1997. He is a
member of Venus Exploration's Executive Committee. He is the father of John Y.
Ames. He has been in the oil and gas business since 1955 and had been associated
with New Venus and its predecessor entities since 1962 and chief executive
officer of those predecessor entities since 1991. He graduated from the
University of Texas at Austin in 1955 with a B.S. degree in Geology. He served
from 1991-93 as the Chairman of the Independent Petroleum Association of
America, the national trade group representing independent oil and natural gas
producers in Washington, D.C., and he currently serves as a member of the Policy
Committee of the American Petroleum Institute (API) and as Chairman of the Texas
Oil and Gas Association. He is also the Vice-Chairman of the Board of Directors
of Southwest Research Institute.

JOHN Y. AMES, 45, became President, Chief Operating Officer and a director
of Venus Exploration following the acquisition of New Venus in 1997. He is a
member of Venus Exploration's Executive Committee. He had been associated with
New Venus and its predecessor entities as Vice President since 1984. He became
Executive Vice President of those predecessor entities in 1995 and President and
Chief Operating Officer in 1996. He is the son of Eugene L. Ames, Jr. He
graduated from the University of Texas at Austin in 1978 with a B.B.A. in
Petroleum Land Management.

Page 5
8

J.C. ANDERSON, 70, is the Chairman and Chief Executive Officer of Anderson
Exploration, Ltd., a public oil and gas exploration and development company
based in Canada. He founded Anderson Exploration, Ltd., as a private company in
1968 and has been employed by it since that time. Mr. Anderson has been a
director of Venus Exploration since 1998. He holds a B.S. in Petroleum
Engineering from the University of Texas at Austin and has more than 40 years
experience in the oil and gas business.

MARTIN A. BELL, 49, is the Vice Chairman and General Counsel of D. H. Blair
Investment Banking Corp., New York, New York, and has been a senior officer of
that organization and predecessor companies since 1991. D. H. Blair Investment
Banking Corp. is a member of the New York Stock Exchange. Mr. Bell has been a
director of Venus Exploration since 1997. He is chairman of Venus Exploration's
Audit Committee. Mr. Bell is also a director of News Communications, Inc.

JAMES W. GORMAN, 70, became a director of Venus Exploration following the
acquisition of New Venus in 1997. He is a member of the Compensation and Audit
Committees. He is a petroleum geologist and has been engaged in the oil and gas
business either as a drilling contractor or independent producer for 43 years.
He is currently, and has been for more than 5 years, an independent investor in
various ventures, including exploration and development of oil and gas
properties. He is President of Cockfield Exploration, Inc., a closely-held oil
and gas company based in San Antonio, Texas. He also serves as a member of the
Board of Directors of Cullen Frost Bancshares Corporation, a bank holding
company (NYSE).

MICHAEL E. LITTLE, 46, has been employed as Chairman and Chief Executive
Officer of South Texas Drilling and Exploration, Inc., an oil and gas drilling
company based in San Antonio, Texas, since 1999. From 1982 until 1999 he was
President and Chairman of the Board of Dawson Production Services, Inc., a well
servicing company based in San Antonio, Texas. He has more than 24 years of
experience in oil and gas operations management, including six years as a
drilling foreman and engineer. He is a graduate of Texas Tech University with a
B.S. Degree in Petroleum Engineering. He became a director of Venus Exploration
in 1999. Venus Exploration also retains him as a consultant. He is a member of
Venus Exploration's Executive and Compensation Committees.

JERE W. MCKENNY, 72, became a director of Venus Exploration following the
acquisition of New Venus in 1997. He is a member of the Audit and Compensation
Committees. He has been President of McKenny Energy Co., an oil and gas
exploration company based in Oklahoma City, Oklahoma, since September 1994. In
1977, he became a director and the Vice Chairman of the Board of Kerr-McGee
Corp., an oil and gas exploration company based in Oklahoma City, Oklahoma, and
from 1984 until 1993, he also was President and Chief Operating Officer of
Kerr-McGee Corp.

JOHN H. PINKERTON, 47, became a director of Venus Exploration following the
acquisition of New Venus in 1997. He has been employed by Range Resources
Corporation (formerly Lomak Petroleum, Inc.), an independent oil and gas
operating company based in Fort Worth, Texas since 1988, of which he was
appointed President in 1990 and Chief Executive Officer in 1992. He is a
director of Range Resources Corporation. Prior to joining Range Resources, he
was Senior Vice President of Snyder Oil Corporation. He holds a B.A. degree in
Business Administration from Texas Christian University and an M.B.A. from the
University of Texas.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
FOR DIRECTOR NAMED ABOVE.

Page 6
9

BOARD MEETINGS AND STANDING COMMITTEES

The Board of Directors met five (5) times during 2000. All directors
attended at least 75% of the total number of meetings of the Board of Directors,
except for Mr. Pinkerton. He attended one meeting.

The three committees of the Board of Directors are:

o the Executive Committee, composed of Messrs. Eugene L. Ames,
Jr., John Y. Ames and Little;

o the Audit Committee, composed of Messrs. Bell, Gorman and
McKenny; and

o the Compensation Committee, composed of Messrs. Gorman, Little
and McKenny.

Venus Exploration does not have a standing nominating committee. The functions
customarily attributable to a nominating committee are performed by the Board of
Directors as a whole.

Subject to certain limitations specified by Venus Exploration's Bylaws
and the Delaware General Corporation Law, the Executive Committee is authorized
to exercise the powers of the Board of Directors when the Board is not in
session. The Executive Committee acted by unanimous written consent seven times
during 2000. The Compensation Committee reviews and recommends executive
compensation and employee benefit plans. It acted by unanimous written consent
five times during 2000, and it met once.

The Audit Committee provides advice and assistance regarding
accounting, auditing and financial reporting, recommends the company's
independent auditors and monitors the results of the audit and the internal
controls structure. All of its members are independent in accordance with the
regulations of the National Association of Securities Dealers. The Audit
Committee met three times and acted by unanimous written consent once during
2000. Its duties are more specifically described in its charter, which was
adopted at a meeting of the Board of Directors on June 6, 2000. That charter is
attached to this proxy statement as Appendix A. The Audit Committee's report is
attached as Appendix B.

MANAGEMENT AND REMUNERATION

EXECUTIVE OFFICERS

Set forth below are the names and ages of all executive officers of
Venus Exploration. All positions and offices with the company and its
subsidiaries held by each such person are also indicated. Officers generally are
elected annually for one (1) year terms or until their successors are elected
and qualified. All executive officers are United States citizens.

NAME AGE POSITION
---- --- --------

Eugene L. Ames, Jr.......... 67 Chairman of the Board of Directors and Chief Executive
Officer
John Y. Ames................ 45 President, Chief Operating Officer and Director
P. Mark Stark............... 46 Chief Financial Officer
Terry F. Hardeman........... 60 Secretary, Treasurer and Chief Accounting Officer

For a narrative description of the business background of Messrs.
Eugene L. Ames, Jr. and John Y. Ames, see "Proposal One - Election of
Directors."

Page 7
10

P. MARK STARK, 46, has been the Chief Financial Officer of Venus
Exploration since December, 2000. He previously was Executive Vice President of
Alamo Water Refiners, Inc., and he was Chief Financial Officer with Dawson
Production Services, Inc., from 1995 to 1998. He is a graduate of Southern
Methodist University with an M.B.A. in Finance and the University of Texas at
Austin with a B.B.A. degree in Finance and Accounting.

TERRY F. HARDEMAN, 60, has been the Chief Accounting Officer and
Secretary/Treasurer of Venus Exploration since 2000. He has consulted with Venus
Exploration and its predecessors since 1990. He is a graduate of Stephen F.
Austin University with a B.B.A. degree in Accounting and of University of
Houston with a Masters of Business Administration. He is a Certified Public
Accountant in the State of Texas.

EXECUTIVE COMPENSATION SUMMARY

The following table sets forth the compensation paid by Venus
Exploration for the past three fiscal years to its chief executive officer and
its other executive officers whose salary and bonus exceeded $100,000. At no
time during this period did Venus Exploration pay any other executive officer
annual compensation exceeding $100,000. No compensation information is given for
any person for any year in which that person was not an officer of Venus
Exploration.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION SECURITIES ALL OTHER
FISCAL ----------------------- UNDERLYING COMPENSA-
NAME AND POSITION YEAR SALARY($) BONUS ($) OPTIONS (#) TION ($) (1)
----------------- ------ --------- --------- ----------- ------------

Eugene L. Ames, Jr., Chairman & 2000 173,375 -0- 98,517 2,244
Chief Executive Officer (2)............. 1999 138,858 - 0 - 52,074 2,220
1998 190,000 - 0 - 40,000 3,354

John Y. Ames, President & 2000 122,841 50,000 35,037 7,138
Chief Operating Officer (3).............. 1999 90,292 - 0 - 21,898 7,539
1998 106,250 - 0 - 20,000 7,125

- ----------

(1) Except as otherwise specified, this amount consists of cash amounts
contributed by Venus Exploration to match a portion of the executive's
contributions under the 401(k) Plan and the costs of group term life
insurance provided to employees and personal use of a company-owned
vehicle.

(2) Eugene L. Ames, Jr., Became Chief Executive Officer on May 21, 1997.

(3) John Y. Ames became President and Chief Operating Officer on May 21,
1997.

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OPTION GRANTS IN FISCAL 2000

POTENTIAL REALIZABLE
VALUE-AT-ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ------------------------------------------------------------------------------------------- -----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE EXPIRA-
NAME GRANTED FISCAL YEAR PRICE TION DATE 5% 10%
---- ------------ ------------ ------------ ------------ ------------ ------------

Eugene L. Ames, Jr ... 98,517 28.9% $ 1.152 12/12/05 $ 31,356 $ 69,288
John Y. Ames ......... 35,037 11.1% $ 1.152 12/12/05 $ 11,151 $ 24,642

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table shows, for the company's chief executive officer
and the other executive officers named in the Summary Compensation Table, the
number of shares acquired upon the exercise of options during 2000, the amount
realized upon such exercise, the number of shares covered by both exercisable
and non-exercisable stock options as of December 31, 2000, and the values for
"in-the-money" options, based on the positive spread between the exercise price
of any such existing stock options and the year-end price of the common stock.

AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, 2000 DECEMBER 31, 2000 (1)
SHARES ----------------------------- -----------------------------
ACQUIRED ON VALUE
EXERCISE OF REALIZED($) EXERCIS- UNEXERCIS- UNEXERCIS-
NAME OPTIONS(#) (2) ABLE ABLE EXERCISABLE ABLE
---- ------------ ------------ ------------ ------------ ------------ ------------

Eugene L. Ames, Jr ... - 0 - $ - 0 - 267,841 13,334 $ - 0 - $ - 0 -
John Y. Ames ......... - 0 - $ - 0 - 92,169 6,667 $ - 0 - $ - 0 -

- ----------

(1) Aggregate market value based on December 31, 2000 stock price of
$0.9375 per share of the shares covered by the options.

(2) Represents the difference between the aggregate exercise price and the
aggregate value, based upon the stock price on the date of exercise.

Page 9
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EMPLOYMENT AGREEMENT WITH CHIEF EXECUTIVE OFFICER

On July 1, 1999, Eugene L. Ames, Jr., entered into a two-year
employment contract with Venus Exploration that established his annual salary at
$190,000 per year and other compensation, including the use of an automobile.
This agreement replaced the three-year agreement that expired on June 1, 1999.
The prior agreement also provided for annual compensation of $190,000. Since May
1998, Eugene L. Ames, Jr., has declined the use of the automobile under his
previous employment agreement and under the present one. The employment
agreement also included agreements by Eugene L. Ames, Jr. with regard to
confidentiality and noncompetition in order to protect Venus Exploration's
proprietary information.

Beginning on March 1, 1999, Mr. Ames, Jr. agreed to take a 21.5% salary
reduction, and on May 1, 1999, the salary reduction was increased to 35%. In
return for the salary reduction, on March 1, 1999, Venus Exploration granted Mr.
Ames, Jr., options to buy 52,074 shares of Venus Exploration's common stock, and
on August 1, 1999, it granted him options to acquire another 98,517 shares. All
of those options are now fully vested. The exercise price for the first set of
options is $1.23, which was 110% of the fair market value of a share of the
common stock on the date of grant of those options. They expire on February 28,
2004, and they vested in semi-monthly increments beginning March 1, 1999. The
exercise price for the second set of options is $1.152, which was 110% of the
fair market value of a share of the common stock on the date of grant of those
options. Those options will expire on December 12, 2005, and they vested
contingently in semi-monthly increments beginning August 1, 1999. The
contingency was shareholder approval of the increase in the number of shares
subject to the 1997 Incentive Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors currently consists
of James W. Gorman, Michael E. Little and Jere W. McKenny. No member of the
Compensation Committee was, during fiscal 2000, an officer or employee of Venus
Exploration or any of its subsidiaries, nor was any member of the Compensation
Committee formerly an officer of Venus Exploration or any of its subsidiaries.
However, Mr. Little serves as a consultant to Venus Exploration under an
agreement that was entered into before he began serving on the Compensation
Committee. During fiscal year 2000, no executive officer of the company served
either as:

o a member of the compensation committee or board of directors
of another entity, one of whose executive officers served on
the Compensation Committee, or

o a member of the compensation committee of another entity, one
of whose executive officers served on Venus Exploration's
Board of Directors.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Currently, decisions on compensation of Venus Exploration's executive
officers are made by the Compensation Committee of the Board of Directors. The
following addresses Venus Exploration's executive officer compensation policies
for 2000.

GENERAL. Venus Exploration's compensation program is designed to enable
Venus Exploration to attract, to motivate and to retain high quality senior
management by providing a competitive total compensation opportunity based on
performance. To this end, Venus Exploration provides for base salaries, bonuses
based on subjective factors and stock-based incentives that strengthen the
mutuality of interests between employees and Venus Exploration's stockholders.

Page 10
13

SALARIES. Eugene L. Ames, Jr.'s salary for 2000 was provided for in an
employment agreement. The material terms of Eugene L. Ames, Jr.'s employment
agreement are described above under the caption "Employment Agreement with Chief
Executive Officer."

Salaries of the executive officers were determined based upon the level
of responsibility, time with Venus Exploration, and the contribution and
performance of the particular executive officer. Evaluation of these factors was
subjective, and no fixed or relative weights were assigned to the factors
considered. Because of the economic conditions in the oil and natural gas
industry and the impact upon Venus Exploration's performance, Venus Exploration
reduced the salaries of its executive officers beginning in March of 1999. These
salary reductions range from between 21.5% to 35%, and they have been partially
offset by the grant of additional stock options to Venus Exploration's executive
officers. On or about March 31, 2000, Venus Exploration reinstated the prior
levels of salary compensation.

BONUS COMPENSATION. Through the use of annual bonuses, Venus
Exploration seeks to effectively tie executive compensation to Venus
Exploration's performance. The Compensation Committee granted some bonuses
during 2000 based on the discretion of the Compensation Committee, taking into
account, among other factors, the financial performance of Venus Exploration.

OPTIONS AND RESTRICTED STOCK GRANTS. Venus Exploration uses grants of
stock options and restricted stock to its key employees and executive officers
to closely align the interests of such employees and officers with the interests
of its stockholders. The 1997 Incentive Plan is administered by the Compensation
Committee, which determines the persons eligible for awards, the number of
shares subject to each grant, the exercise price of options and the other terms
and conditions of the grants of options or restricted stock.

THE COMPENSATION COMMITTEE
Jere W. McKenny
James W. Gorman
Michael E. Little

DIRECTOR COMPENSATION

Directors of Venus Exploration are compensated under the 1997 Incentive
Plan. Under the 1997 Incentive Plan, non-employee directors receive (a) $12,000
per year, and (b) $500 per board meeting attended, whether in person or by
phone. Such payments are made in the form of grants of shares of common stock
or, at the option of a director, a combination of Venus Exploration's common
stock and cash. In the case of the second option, the cash compensation is
limited to a maximum of 25% of the $12,000 per year.

FIVE-YEAR STOCKHOLDER RETURN COMPARISON

Set forth below is a line graph comparing, for the five (5)-year period
ended December 31, 2000, the yearly percentage change in the cumulative total
stockholder return on the Venus Exploration common stock with that of (a) all
U.S. companies quoted on the Nasdaq Market Index and (b) the SIC Code Index for
crude petroleum and natural gas stocks. The stock price performance shown on the
graph below is not necessarily indicative of future price performance.

Page 11
14

[GRAPH]

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS*
AMONG VENUS EXPLORATION INC.,(1)
SIC CODE INDEX AND NASDAQ MARKET INDEX

COMPANY 1996 1997 1998 1999 2000
- ------- ---------- ---------- ---------- ---------- ----------

Venus Exploration, Inc. 130.77 215.38 84.62 84.62 59.61
Industry Index 127.30 119.41 76.47 110.67 96.21
Broad NASDAQ Market 122.71 150.32 208.40 384.87 234.81

*$100 INVESTED ON 12/31/95 IN STOCK OR INDEX, INCLUDING REINVESTMENT OF
DIVIDENDS.

- ----------

(1) Stock prices shown for dates prior to May 21, 1997 are attributable
to Xplor Corporation, and its financial history is not contained in Venus
Exploration's Annual Report on Form 10-K for the year ended December 31, 2000.
Therefore, comparisons of the stock price history with other historical
financial data for the period before May 21, 1997 is misleading.

Page 12
15

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

EUGENE L. AMES, JR.

During October 1999, Eugene L. Ames, Jr., the Chief Executive Officer
of the Company, advanced the Company $750,000 in exchange for a Subordinated
Debenture (the "Debenture") issued by the Company. The net proceeds to the
Company were approximately $730,000 after legal and other costs associated with
the transaction. The Company redeemed the Debenture on May 12, 2000. The Company
had used the proceeds to fund working capital. The Company's obligation to Mr.
Ames was unsecured and subordinated to the rights of the Company's bank and
other lenders (except for the holders of the 7% Subordinated Notes, which are no
longer outstanding, and those parties had equal priority) unless those lenders
were to have agreed otherwise. Interest was payable monthly, in cash, at a rate
equal to Frost National Bank prime rate plus 1%.

Venus Exploration currently operates approximately five (5) wells,
projects and prospects in which Venus Oil Company owns a royalty interest. Venus
Oil Company is owned by Mr. Ames, Jr., and his immediate family. Those family
members include his son, John Y. Ames, and his daughter, Elizabeth Ames Jones,
wife of Will C. Jones IV, who is discussed below. Mr. Ames, Jr., devotes a
portion of his time to managing Venus Oil Company, and it paid Venus Exploration
$17,128 in 2000 as a reimbursement for that time. Venus Oil Company received
$3,518 last year in proceeds from wells and projects operated by Venus
Exploration.

COCKFIELD EXPLORATION COMPANY

Venus Exploration currently operates approximately forty-five (45)
wells, projects and prospects in which Cockfield Exploration Company owns an
interest. Cockfield Exploration Company is owned by Mr. James W. Gorman, who has
been a director of Venus Exploration or its predecessors since June 1996. All
wells and prospects in which Cockfield Exploration has participated since Mr.
Gorman became a director are operated under project agreements or joint
operating agreements entered into prior to Mr. Gorman becoming a director of the
company. During 2000, Cockfield Exploration Company paid Venus Exploration
$27,873 for its share of joint costs. Cockfield Exploration Company received
$61,912 last year in proceeds from wells and projects operated by Venus
Exploration.

WILL C. JONES, IV

Will C. Jones, IV, is the son-in-law of Eugene L. Ames, Jr., and the
brother-in-law of John Y. Ames. He is currently of counsel to Lindow & Treat,
LLP. Mr. Jones and Lindow & Treat, LLP provide legal counsel to Venus
Exploration. In 2001, Venus Exploration expects to pay Lindow & Treat, LLP in
excess of $60,000 for such services. During 2000, Mr. Jones was of counsel to
Haynes and Boone, LLP, and Venus Exploration paid fees of $226,374 for the
services of Mr. Jones, others in that firm and Lindow & Treat, LLP.

RANGE RESOURCES CORPORATION

Range Resources Corporation owns a 15% working interest in the Venus
Westbury Farms #1 well and in the Venus-Apache Gas Unit Well #1. Both of those
wells are in the Constitution Field in Jefferson County, Texas. Mr. John H.
Pinkerton is the president and chief executive officer of Range Resources, and
he has been a director of Venus Exploration since May 1997. The Westbury Farms
well was completed in early 1998 with sales commencing in late August 1998. The
Venus-Apache Gas Unit Well #1 was completed in September 2000. Range Resources
participated on the same basis, adjusted for size of working interest,

Page 13
16

as other non-operators. During 2000 Range Resources paid Venus Exploration
$662,110 for its share of joint costs, and it received $161,143 in 2000 as
proceeds from the Westbury Farms #1 well.

JAMES W. GORMAN AND MICHAEL E. LITTLE - CONVERSION OF 7% CONVERTIBLE
SUBORDINATED NOTES

On April 14, 1999, Venus Exploration issued to James W. Gorman, a
director of Venus Exploration, a 7.0% Convertible Subordinated Promissory Note
(a "Subordinated Note") in the principal amount of $100,000. On May 24, 1999,
Venus Exploration issued to Michael E. Little, who is now a director of Venus
Exploration, a similar note in the principal amount of $250,000. In addition to
the Subordinated Notes issued to Messrs. Gorman and Little, Venus Exploration
issued Subordinated Notes to four other persons, none of whom are or were
affiliated with Venus Exploration, aggregating $650,000.

The noteholders had the right to convert the debt into common stock at
a price of $1.15 per share. In June of 2000, Venus Exploration lowered the
conversion price to $0.875 per share in order to induce the noteholders to
convert their debt into equity. All the noteholders elected to convert, and they
received a total of 1,142,854 shares of Venus Exploration common stock in
return. The shares were issued pursuant to Sections 3(a)(9) and 4(2) of the
Securities Act of 1933.

The registration rights agreements. Concurrently with the execution of
the Subordinated Notes, Venus Exploration entered into a registration rights
agreement with each noteholder that gives the noteholders the option to register
for resale under the Securities Act of 1933 the shares of Venus Exploration
common stock that they received upon conversion of the Subordinated Notes. The
registration would only be on a registration statement otherwise being filed by
Venus Exploration for sales on its own behalf. Venus Exploration also agreed not
to grant any new registration rights to third parties if those rights would
adversely impact the rights of the holders of the Subordinated Notes described
above.

MICHAEL E. LITTLE

Beginning April 1, 1999, Michael E. Little, a director of Venus
Exploration, was engaged by the company as a consultant. He provides advice and
assistance in financial and organizational matters. The company pays him $3500
per month and reimburses him for his expenses incurred on behalf of the company.
The relationship may be terminated by either party upon thirty (30) days notice.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the company's officers and directors, and persons who own more than 10%
of a registered class of the company's equity securities to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission. Statements of Changes of Beneficial Ownership of Securities
on Form 4 generally are required to be filed by the tenth day of the month
following the month during which the change in beneficial ownership of
securities occurred. Based solely on an examination of Forms 4 delivered to the
Company, Venus Exploration believes that all reports of securities ownership and
changes in such ownership required to be filed during 2000 were timely filed.

Page 14
17

PROPOSAL TWO

APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors of Venus Exploration has appointed the firm of
KPMG LLP to serve as independent auditors of the company for the fiscal year
ending December 31, 2001. You are being asked to ratify this appointment. KPMG
has served as independent auditor for Venus Exploration since May 21, 1997. One
or more representatives of KPMG are expected to be present at the annual
meeting. Such representatives will be given an opportunity to make a statement
and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF VENUS
EXPLORATION FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders, in accordance with Rule 14a-8 of the proxy rules of the
Securities and Exchange Commission, must be received by Venus Exploration at its
principal executive offices on or before January 7, 2002, to be eligible for
inclusion in its proxy statement and proxy relating to that meeting. At the 2002
annual meeting, management proxies will have discretionary authority to vote on
stockholder proposals that are not submitted for inclusion in the proxy
statement unless received by Venus Exploration before January 7, 2002.

OTHER BUSINESS

Management does not presently know of any matters that may be presented
for action at the 2001 annual stockholder meeting other than those set forth
herein. However, if any other matters properly come before the 2001 annual
stockholder meeting, it is the intention of the persons named in the proxies
solicited by management to exercise their discretionary authority to vote the
shares represented by all effective proxies on such matters in accordance with
their best judgment.

Please fill in, date and sign the enclosed proxy card and return it
promptly in the enclosed return envelope, which requires no additional postage
if mailed in the United States.

The Annual Report to Stockholders, which includes Venus Exploration's
Annual Report on Form 10-K for the fiscal year ended December 31, 2000, is
enclosed. The Annual Report does not form any part of the material for the
solicitation of proxies.

By Order of the Board of Directors,

/s/ EUGENE L. AMES, JR.

EUGENE L. AMES, JR.
April 30, 2001 Chairman and Chief Executive Officer

APPENDIX A

VENUS EXPLORATION, INC.
AUDIT COMMITTEE CHARTER

The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the preparation of the financial statements of the Company, (2) the
compliance by the Company with legal and regulatory requirements related to
financial disclosures and (3) the independence and performance of the Company's
independent auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the Nasdaq Stock Market. The members of the Audit Committee
shall be appointed by the Board.

The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.

4. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

5. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditors or
management.

6. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the
Board.

7. Approve the fees to be paid to the independent auditor.

8. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if
so determined by the Audit

(i)

Committee, recommend that the Board take appropriate action to satisfy
itself of the independence of the auditor.

9. Evaluate together with the Board the performance of the independent
auditor, and if so determined by the Audit Committee, recommend that
the Board replace the independent auditor.

10. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.

11. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:

(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information; and

(b) Any changes required in the planned scope of the audit.

12. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

13. Review with the Company's legal counsel matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.

14. Meet at least annually with the chief financial officer, and the
independent auditor in separate executive sessions.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is the duty of the
Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.

(ii)
20

APPENDIX B

VENUS EXPLORATION, INC.
AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors of Venus Exploration,
Inc., is composed of three independent directors listed below, and it operates
under the written charter that is Appendix A to this Proxy Statement.

The Company's management represented to the Audit Committee that the
Company's audited financial statements were prepared in accordance with
generally acceptable accounting principles. The Audit Committee reviewed and
discussed the audited financial statements with both management and the
independent auditors. It also discussed the auditors' independence with the
independent auditors. That discussion with the independent auditors included the
matters required by SAS 61 and the written disclosures and the letter from the
auditors required by Independence Standards Board Standard No. 1, which has been
received and reviewed by the Audit Committee.

Venus Exploration, Inc., paid KPMG LLP $112,500 for audit services
provided during 2000, and it paid KPMG LLP $23,585 for non-audit services
relating to tax planning, strategy services and review of regulatory filings.
KPMG LLP provided no other services to the Company during 2000.

Based on its charge under its charter and the reviews and discussions
referenced above, the Audit Committee recommended to the Board of Directors that
the audited financial statements presented to it be included in the Company's
Annual Report to the Securities and Exchange Commission on Form 10-K for the
fiscal year ended December 31, 2000. It also recommended, subject to stockholder
ratification, the selection of KPMG LLP, as the Company's independent auditor.

The Audit Committee

Martin A. Bell
James W. Gorman
Jere W. McKenny

(i)
21

VENUS EXPLORATION, INC.
Suite 810
1250 NE Loop 410
San Antonio, Texas 78209
Phone: 210/930-4900
Fax: 210/930-4901

NASDAQ SmallCap Market(TM): VENX

22
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
VENUS EXPLORATION, INC.

JUNE 5, 2001

- Please Detach and Mail in the Envelope Provided -

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

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

FOR all nominees WITHHOLD THE BOARD OF DIRECTORS PROPOSES AND RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
listed to right AUTHORITY
(except as marked to vote for all
to the contrary nominees listed
at right) to right FOR AGAINST ABSTAIN
1. ELECTION NOMINEES: Eugene L. Ames, Jr. 2. RATIFY SELECTION
OF EIGHT John Y. Ames OF KPMG LLP as
DIRECTORS [ ] [ ] J.C. Anderson independent auditors
Martin A. Bell for the fiscal year
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL James W. Gorman ending December 31, [ ] [ ] [ ]
NOMINEE, STRIKE A LINE THROUGH THAT NOMINEE'S NAME Michael E. Little 2001.
AT RIGHT) Jere W. McKenny
John H. Pinkerton

Signature(s) Dated: , 2001
--------------------------------------------------------------------------------------- -------------------
NOTE: Signature(s) of holders of Common Stock should agree with the name(s) shown on this Proxy. For joint accounts, both owners
should sign.

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

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

VENUS EXPLORATION, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON JUNE 5, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Eugene L. Ames, Jr. and John Y. Ames, or
each of them as shall be in attendance at the Annual Meeting, as proxy or
proxies, with full power of substitution, to represent the undersigned at the
Annual Meeting of Stockholders of Venus Exploration, Inc., to be held on June 5,
2001, and at any adjournment thereof, and to vote as specified on this Proxy the
number of shares of Common Stock of Venus Exploration, Inc., the undersigned
would be entitled to vote if personally present upon the matters referred to on
the reverse side hereof and in their discretion upon any other business as may
properly come before the Annual Meeting.

IF NOT MARKED TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

IMPORTANT: THIS PROXY IS CONTINUED AND MUST BE SIGNED AND DATED ON THE REVERSE
SIDE.

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