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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

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

VENUS EXPLORATION, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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4) Date Filed:
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VENUS EXPLORATION, INC.
1250 N.E. LOOP 410, 10TH FLOOR
SAN ANTONIO, TEXAS 78209
(210) 930-4900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER __, 1999

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

TO THE STOCKHOLDERS OF VENUS EXPLORATION, INC.

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
VENUS EXPLORATION, INC., will be held at 1250 NE Loop 410, Suite 1000, San
Antonio, Texas, on December __, 1999, at 10 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, 1999;

3. To ratify the possible issuance, upon conversion of a
Convertible Promissory Note issued to EXCO Resources, Inc., of
up to 10,133,333 shares of common stock; and

4. To transact such other business as may properly come before
the 1999 annual meeting.

Only stockholders of record at the close of business on November 29,
1999, will be entitled to notice of and to vote at the 1999 annual meeting or
any adjournment(s) thereof. For a period of at least ten (10) days prior to the
1999 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 N.E. Loop 410, Suite 1000, San
Antonio, Texas 78209.

Information concerning the matters to be acted upon at the 1999 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 1999
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, 1998, is enclosed.

By Order of the Board of Directors

San Antonio, Texas John H. Sowell, III,
December ___, 1999 Secretary

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.

PRELIMINARY
PROXY MATERIALS

VENUS EXPLORATION, INC.
1250 N.E. LOOP 410, 10TH FLOOR
SAN ANTONIO, TEXAS 78209
(210) 930-4900

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER __, 1999

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 1999 Annual Meeting of Stockholders of
Venus Exploration to be held at 1250 NE Loop 410, Suite 1000, San Antonio,
Texas, on December __, 1999, at 10 a.m., Central Time, and at any adjournments
thereof.

The 1999 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, 1999;

3. To ratify the possible issuance, upon conversion of a
Convertible Promissory Note (the "EXCO Note") issued to EXCO
Resources, Inc., of up to 10,133,333 shares of common stock;
and

4. To transact such other business as may properly come before
the 1999 annual meeting.

The mailing address of the principal offices of Venus Exploration is
1250 N.E. Loop 410, 10th Floor, 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 December __, 1999.

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 November 29, 1999, the
record date for the 1999 annual meeting, are entitled to notice of and to vote
at the 1999 annual meeting and at any adjournment(s) thereof. As of the close of
business on the record date, _________ shares of common stock were outstanding
and entitled to vote at the 1999 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, and
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 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. To be adopted, this matter must receive 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.

Ratification of Share Issuance. To be adopted, the ratification of the
possible issuance of shares under the EXCO Note must receive 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 not entitled to vote on
this matter. Therefore, broker non-votes do not affect the outcome. Abstentions
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 1999 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 other two proposals. 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 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 1999 annual meeting.

If the 1999 annual meeting is postponed or adjourned for any reason, at
any subsequent reconvening of the 1999 annual meeting all proxies will be voted
in the same manner as such proxies would have been voted at the original
convening of the 1999 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 1999 annual meeting,

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o giving written notice of the revocation to the secretary of
Venus Exploration prior to the vote at the 1999 annual
meeting, or

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

All written notices of revocation and other communications relating to the
revocation of proxies should be addressed as follows: Venus Exploration, Inc.,
1250 N.E. Loop 410, 10th Floor, San Antonio, Texas 78209, Attention: John H.
Sowell, III, 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 August 1, 1999,
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
November 1, 1999, 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
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------------------------------ ------------------------ ----------------

Eugene L. Ames, Jr ........................... 1,971,179(2) 14.45%
John Y. Ames ................................. 510,563(3) 3.74%
Eugene L. Ames, III .......................... 346,989(4) 2.54%
J. C. Anderson ............................... 16,194 *
Martin A. Bell ............................... 54,981(5) *
Patrick A. Garcia ............................ 176,505(6) 1.29%
James W. Gorman .............................. 304,476(7) 2.23%
Michael E. Little ............................ 222,723(8) 1.63%
Jere W. McKenny .............................. 57,180(9) *
John H. Pinkerton ............................ 13,481(10) *
Directors and Executive Officers as a group
(10 persons) ................................ 3,674,271 26.94%

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

Eugene L. Ames, Jr
1250 N.E. Loop 410, Suite 1000
San Antonio, TX 78209 ............. 1,971,179(2) 14.45%

J. Morton Davis
44 Wall Street
New York, NY 10005 ................ 1,549,139(5) 11.36%

Range Resources Corporation
500 Throckmorton Street
Fort Worth, TX 76102 .............. 2,326,532(10) 17.06%

Stratum Group Energy Partners, LP
1330 Sixth Avenue, 33rd Floor
New York, NY 10019 ................ 1,100,000 8.07%

- -----------------------------------
* Less than one percent (1%).

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

(2) Includes (a) 267,178 shares and 79,697 exercisable options owned by Eugene
L. Ames, Jr.; (b) 1,140,086 shares and 56,548 exercisable options owned by
Ellen R.Y. Ames, the spouse of Eugene L. Ames, Jr.; and (c) 407,924 shares
and 19,746 exercisable options owned by Venus Oil Company, which is
controlled by Mr. and Mrs. Eugene L. Ames, Jr. Ellen R.Y. Ames may be
deemed to own 1,196,634 shares, or 8.77% of the common stock. This does not
include 26,667 unvested options owned by Eugene L. Ames, Jr., granted under
the 1997 Incentive Plan. See "Stockholders Agreement" below for certain
information regarding the voting of these shares.

(3) Includes exercisable options to purchase 50,466 shares. This does not
include unvested options to purchase 13,333 shares of common stock granted
under the 1997 Incentive Plan. See "Stockholders Agreement" below for
certain information regarding the voting of these shares.

(4) Includes exercisable options to purchase 34,616 shares. This does not
include unvested options to purchase 8,000 shares of common stock granted
under the 1997 Incentive Plan. See "Stockholders Agreement" below for
certain information regarding the voting of these shares.

(5) Includes 40,000 exercisable options. The data with respect to Mr. Bell
excludes shares owned by D.H. Blair Investment Banking Corp., by which Mr.
Bell is employed, as beneficial ownership of such shares is disclaimed by
Mr. Bell. The Chairman and owner of D.H. Blair is J. Morton Davis, who is
deemed to own 1,549,139 shares, including 500,000 exercisable options. See
"Stockholders Agreement" below for certain information regarding the voting
of these shares.

(6) Includes exercisable options to purchase 27,155 shares. This does not
include unvested options to purchase 8,000 shares of common stock granted
under the 1997 Incentive Plan. See "Stockholders Agreement" below for
certain information regarding the voting of these shares.

(7) Includes exercisable options to purchase 9,225 shares. See "Stockholders
Agreement" below for certain information regarding the voting of these
shares. Includes 86,956 shares of common stock issuable upon conversion of
that certain 7.0% Convertible Subordinated Note held by Mr. Gorman. See
"Certain Relationships and Related Party Transactions" for a summary of the
terms of this note.

(8) Includes 217,391 shares of common stock issuable upon conversion of that
certain 7.0% Convertible Subordinated Note held by Mr. Little. See "Certain
Relationships and Related Party Transactions" for a summary of the terms of
this note.

(9) Includes exercisable options to purchase 1,995 shares. See "Stockholders
Agreement" below for certain information regarding the voting of these
shares.

(10) The data with respect to Mr. Pinkerton does not reflect the 2,326,532
shares, including 192,353 exercisable options, that are beneficially owned
by Range Resources Corporation, of which Mr. Pinkerton is President. Mr.
Pinkerton disclaims beneficial

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ownership of such shares. The data with respect to Range Resources
Corporation does not reflect the shares reported by Mr. Pinkerton,
individually. See "Stockholders Agreement" below for certain information
regarding the voting of these shares.

STOCKHOLDERS AGREEMENT

A Stockholders Agreement (the "Stockholders Agreement") was entered
into effective May 27, 1997 among former stockholders of The New Venus
Exploration, Inc. (a predecessor to Venus Exploration), including Messrs. Eugene
L. Ames, Jr., John Y. Ames, Eugene L. Ames, III, Patrick A. Garcia, James W.
Gorman, Jere W. McKenny, other members of the Ames family and other former New
Venus stockholders (collectively, the "Ames Group," which owns beneficially
3,988,042 shares of Venus Exploration's common stock); D. H. Blair Investment
Banking Corp., Rivkalex Corp., Rosalind Davidowitz and Parliament Hill
Corporation (collectively, the "Blair Group," which owns beneficially 1,549,139
shares); and Range Resources Corporation ("Range Resources"), formerly known as
Lomak Petroleum, Inc. The Stockholders Agreement provides that, in the 1999
election of directors of Venus Exploration, the Ames Group, the Blair Group and
Range Resources will vote their shares for the four (4) nominees designated by
the Ames Group and the one (1) nominee designated by Range Resources. The
Stockholders Agreement also provides for certain rights of first refusal and
rights of participation between the Ames Group and Range Resources in the event
of a proposed sale of shares by either. The Stockholders Agreement has a term
expiring on May 27, 2000, but terminates earlier as to any party in the event
that such party's beneficial ownership of Venus Exploration's shares falls below
250,000 shares. See "Ownership of Securities."

PROPOSAL ONE

ELECTION OF DIRECTORS

GENERAL

At a meeting of the Board of Directors held in the second quarter of
1999, Venus Exploration's Bylaws were amended to increase the board size to
eight (8) directors. Mr. Michael E. Little was elected to fill that new
position. Mr. Little was elected to the Board of Directors contemporaneously
with his loan to Venus Exploration of $250,000. See "Certain Relationships and
Related Party Transactions -- Michael E. Little and James W. Gorman -- 7.0%
Convertible Subordinated Note Issuance." Mr. Little had become a consultant to
the company before he made the loan to the company.

At the 1999 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. Of the nominees listed below, Messrs. Eugene L. Ames, Jr.,
John Y. Ames, Gorman and McKenny are the designees of the Ames Group under the
Stockholders Agreement. John H. Pinkerton ("Mr. Pinkerton") is the nominee of
Range Resources under the Stockholders Agreement.

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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., 66, 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 the Executive Committee. He has been in the oil and gas business since
1954 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 Management Committee of the American Petroleum Institute (API).

JOHN Y. AMES, 43, became President, Chief Operating Officer and a
director of Venus Exploration following the acquisition of New Venus in 1997. He
is a member of the 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., and the brother
of Eugene L. Ames, III, a Vice President of Venus Exploration. He graduated from
the University of Texas at Austin in 1978 with a B.B.A. in Petroleum Land
Management. He serves as the Regional Governor for the South Texas region of the
Independent Petroleum Association of America.

J.C. ANDERSON, 67, 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 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, 47, 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 since 1997. He is a member of Venus Exploration's Audit
Committee.

JAMES W. GORMAN, 68, became a director of Venus Exploration following
the acquisition of New Venus in 1997. He is a member of the Executive and
Compensation 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.,

Page 6

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, 44, 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 23 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.

JERE W. MCKENNY, 69, 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 Tulsa, Oklahoma, and from
1984 until 1993, he also was President and Chief Operating Officer of Kerr-McGee
Corp. He is a director of Rutherford-Moran Oil Corp.

JOHN H. PINKERTON, 45, 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 employed by Range Resources (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 and of North
Coast Energy, Inc., an oil and gas exploration and production company in which
Range Resources acquired an approximately 50% interest in 1996. 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.

BOARD MEETINGS AND STANDING COMMITTEES

The Board of Directors met five (5) times during 1998. All directors
attended at least 75% of the total number of meetings of the Board of Directors
and committees on which they served.

The three committees of the Board of Directors are:

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

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

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

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 held six (6) meetings during 1998. The Audit

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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. It met once in
1998. The Compensation Committee reviews and recommends executive compensation
and employee benefit plans. It met twice in 1998.

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.......... 66 Chairman of the Board of Directors and Chief Executive Officer
John Y. Ames................ 43 President, Chief Operating Officer and Director
Eugene L. Ames, III......... 40 Vice President
Patrick A. Garcia........... 43 Treasurer and Chief Financial Officer

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

EUGENE L. AMES, III became Vice President of Venus Exploration
following the acquisition of New Venus in 1997. He had been a Vice President of
New Venus and its predecessor entities for more than the past five (5) years. He
is a graduate of Trinity University with B.S. degrees in Geology and Business
Administration. He is the son of Eugene L. Ames, Jr., and the brother of John Y.
Ames.

PATRICK A. GARCIA became Chief Financial Officer and Treasurer of Venus
Exploration following the acquisition of New Venus in 1997. He had held the
position of Treasurer at New Venus and its predecessors since 1984. He is a
graduate of Texas A&M University with a B.B.A. degree in Accounting.

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. The
financial and operating data presented in the Annual Report on Form 10-K for the
year ended December 31, 1997, for the period prior to May 21, 1997, the date of
the merger of New Venus and Xplor Corporation, are data in respect of New Venus
(due to the reverse acquisition accounting applied in the merger). Accordingly,
the only information presented for 1996 relates to Mr. Gayle who continued as an
officer after the merger. 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.

Page 8

SUMMARY COMPENSATION TABLE

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

Eugene L. Ames, Jr., Chairman & 1998 190,000 -0- 40,000 3,354
Chief Executive Officer (2) ............. 1997 118,750 -0- -0- 4,387

James E. Gayle, 1998 86,500 -0- 11,000 42,604(4)
Executive Vice President (3) ............ 1997 96,000 7,500 -0- -0-
1996 112,910 -0- -0- -0-

John Y. Ames, President & 1998 106,250 -0- 20,000 7,125
Chief Operating Officer (5) .............. 1997 59,458 -0- -0- 4,302

Eugene L. Ames, Iii, 1998 86,750 -0- 12,000 5,491
Vice President (6) ...................... 1997 48,208 -0- -0- 2,200

Patrick A. Garcia, Treasurer & 1998 78,750 -0- 12,000 4,061
Chief Financial Officer (7) ............ 1997 46,625 -0- -0- 2,298

- ------------------
(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 in May 1997,
replacing Mr. Gayle, who was President and CEO Before the acquisition
of New Venus. After that transaction, Mr. Gayle was Elected by the
Board of Directors to serve as Executive Vice President.

(3) James E. Gayle served as Chief Executive Officer of Xplor before the
reverse merger into New Venus in May 1997. He then became Executive
Vice President of the company. Mr. Gayle resigned from Venus
Exploration effective November 15, 1998.

(4) The 1998 figure of $42,604 for all other compensation includes
termination benefits.

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

(6) Eugene L. Ames, III became Vice President on May 21, 1997.

(7) Patrick A. Garcia became Treasurer and Chief Financial Officer on May
21, 1997.

OPTION GRANTS IN FISCAL 1998

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 EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ------------------------- ---------- ------------ -------- ---------- -------- --------

Eugene L. Ames, Jr ...... 40,000 20.0% $ 3.7125 02/28/03 $ 41,028 $ 90,661
James E. Gayle .......... 11,000 5.5% $ 3.3750 02/29/08 $ 10,257 $ 22,665
Eugene L. Ames, III ..... 12,000 6.0% $ 3.7125 02/28/03 $ 12,308 $ 27,198
Patrick A. Garcia ....... 12,000 6.0% $ 3.3750 02/29/08 $ 25,470 $ 64,547
John Y. Ames ............ 20,000 10.0% $ 3.7125 02/28/03 $ 20,514 $ 5,330

Page 9

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 1998, the amount
realized upon such exercise, the number of shares covered by both exercisable
and non-exercisable stock options as of December 31, 1998, 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 OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS AT DECEMBER 31, 1998 OPTIONS AT DECEMBER 31, 1998 (1)
EXERCISE OF VALUE ---------------------------- ---------------------------------
NAME OPTIONS(#) REALIZED($) (2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- ----------- --------------- ----------- ------------- -------------- ---------------

Eugene L. Ames, Jr (3)... -0- $ -0- 90,584 40,000 $ -0- $ -0-
James E. Gayle........... -0- $ -0- 211,000 -0- $ 6,250 $ -0-
John Y. Ames............. -0- $ -0- 21,901 20,000 $ -0- $ -0-
Eugene L. Ames, III...... -0- $ -0- 12,700 12,000 $ -0- $ -0-
Patrick A. Garcia........ -0- $ -0- 7,229 12,000 $ -0- $ -0-

- --------------------
(1) Aggregate market value based on December 31, 1998 stock price of $1.375
per share of the shares covered by the options. Only 100,000 of the
211,000 options issued to Mr. Gayle were in-the-money, and they had a
value of $6,250.

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

(3) Exercisable options include 56,548 options owned by Ellen R.Y. Ames, wife
of Eugene L. Ames, Jr., and 19,746 options owned by Venus Oil Company,
which is controlled by Eugene L. Ames, Jr., and his wife.

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 replaces 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, Venus Exploration granted Mr. Ames, Jr., 52,074
options to buy shares of Venus Exploration's common stock. The exercise price is
$1.23, which was 110% of the fair market value of a share of the common stock on
the date of grant of the option. The options expire on February 28, 2004, and
they vested in semi-monthly increments beginning March 1, 1999.

Page 10

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER INFORMATION

The Compensation Committee of the Board of Directors currently consists
of James W. Gorman, Jere W. McKenny, and John H. Pinkerton. No member of the
Compensation Committee was, during fiscal 1998, 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.
Also, during that year, 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 1998.

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.

SALARIES. Eugene L. Ames, Jr.'s salary for 1998 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, 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. Those options are similar to those granted to Mr. Ames, Jr., and
discussed in the paragraph above that describes the employment agreement with
the chief executive officer, except that the options granted to employees other
than Messrs. Ames, Jr., John Y. Ames, and Eugene L. Ames, III, have a term of 10
years and an exercise price of $1.1191 per share, which was the market price on
the date of grant. Since Mr. Ames, Jr., is the only executive officer with an
employment agreement, the salary reductions were instituted at Venus
Exploration's sole discretion, although it did consult with the individuals
about its plan. Venus Exploration intends to reinstate the prior level of salary
compensation when the company's performance allows.

BONUS COMPENSATION. Through the use of annual bonuses, Venus
Exploration seeks to effectively tie executive compensation to Venus
Exploration's performance. The Compensation Committee determined during 1998
that no bonuses would be paid to its officers and employees based on various
factors, including: (a) the market price of the common stock at the 1997 year
end; (b) the attainment of Venus Exploration's goals

Page 11

for 1997; and (c) the discretion of the Compensation Committee taking into
account 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, the number of shares subject
to each grant, the exercise price of options thereof and the other terms and
conditions of the option or restricted stock.

THE COMPENSATION COMMITTEE
James W. Gorman
Jere W. McKenny
John H. Pinkerton

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, 1998, the yearly percentage change in the cumulative total
stockholder return on the 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 12

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*

AMONG VENUS EXPLORATION INC.,(1)
SIC CODE INDEX AND
NASDAQ MARKET INDEX

FISCAL YEARS ENDING DECEMBER 31,
--------------------------------------------------------------------------------
COMPANY 1993 1994 1995 1996 1997 1998
- ------------------------------------ ------- ------ ------ ------ ------ ------

Venus Exploration, Inc.............. 100.000 122.22 144.44 188.89 311.11 122.22
Industry Index...................... 100.000 104.91 112.92 143.74 134.83 86.35
Broad NASDAQ Market................. 100.000 96.80 135.44 166.20 203.60 282.27

* $100 INVESTED ON 12/31/93 IN STOCK OR INDEX, INCLUDING REINVESTMENT OF
DIVIDENDS.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS

[GRAPH]

(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, 1998. Therefore, comparisons of the stock price history with other
historical financial data for the period before May 21, 1997 is
misleading.

Page 13

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 the 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 used the proceeds to fund working capital. The
Company's obligation to Mr. Ames is unsecured and subordinated to the rights of
the Company's bank and other lenders (except for the holders of the 7%
Subordinated Notes that are described below, and those parties have equal
priority) unless those lenders agree otherwise. Interest is payable monthly, in
cash, at a rate equal to Frost National Bank prime rate plus 1%. On November 12,
1999, the interest rate was 9.25%.

If an event of default occurs, Mr. Ames may demand immediate repayment
of the principal amount and any accrued but unpaid interest. He will also have
all other rights generally allowed by contract and applicable law. Events of
default include, among other conditions, a default under other indebtedness or
securities.

The Debenture matures in 2004, at which time all the unpaid principal
is due and payable. The Company is obligated to redeem the Debenture if it
raises enough cash to do so by either selling its investment in EXUS or selling
equity securities. The cash raised by selling EXUS is after repayment of all
debt and obligations incurred in connection with the acquisition of the
interest.

The Subordinated Debenture was issued in a private placement exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933. As a
result, the transfers of such securities are restricted.

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 Mr. Gorman has participated since becoming a
director are operated under project agreements or joint operating agreements
entered into prior to Mr. Gorman becoming a director of the company. Cockfield
Exploration Company pays annual joint costs between $10,000 and $100,000
depending upon the level of drilling activity during the year. Cockfield
Exploration Company received $66,300 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 and Eugene L. Ames, III. He is currently of
counsel to Haynes and Boone, LLP. Mr. Jones and Haynes and Boone, LLP provide
legal counsel to Venus Exploration.

Page 14

RANGE RESOURCES CORPORATION

Range Resources Corporation owns a 15% working interest in the Venus
Westbury Farms #1 well, Constitution Field, 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.
Range Resources participated on the same basis, adjusted for size of working
interest, as other non-operators. During 1998 Range Resources paid Venus
Exploration $866,000 for its share of joint costs.

JAMES W. GORMAN AND MICHAEL E. LITTLE - 7.0% CONVERTIBLE SUBORDINATED NOTE
ISSUANCE

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 the
company, a similar note in the principal amount of $250,000. In addition to the
Subordinated Notes issued to Messrs. Gorman and Little, Venus Exploration has
issued Subordinated Notes to four other persons, none of whom are or were
affiliated with Venus Exploration, aggregating $650,000.

The Subordinated Notes. The Subordinated Notes bear interest at a rate
of 7% per annum, or 10% in the event of default. If interest is paid in common
stock, the number of shares to be issued will be determined by dividing the
interest payment due by the market price of one share of Venus Exploration
common stock on the last trading day preceding the interest payment date.
Interest is payable quarterly beginning on June 30, 1999. Venus Exploration paid
the June 30, 1999 interest payments to all six noteholders with a total of 7,984
shares of its common stock.

The Subordinated Notes mature on March 31, 2004, at which time all of
the unpaid principal is due and payable. The noteholders can convert the debt to
common stock at any time, and the conversion is based on a price of $1.15 per
share. The conversion price will be adjusted proportionately in cases where the
number of the outstanding shares of common stock is changed on a pro rata basis;
e.g., dividends of stock and stock splits.

Another cause of an adjustment to the conversion price is if Venus
Exploration issues common stock, or securities convertible into common stock, at
a price lower than the $1.15 conversion price, as adjusted. If that happens, the
conversion price will be reduced to the price as which those other securities
are being sold.

If Venus Exploration issues convertible subordinated notes or other
similar securities with better terms, the holders of the six Subordinated Notes
also have the right to get replacement notes that have those better terms, at
least with regard to a higher stated interest rate, a higher premium upon early
redemption by Venus Exploration, a lower per-share conversion price, or a longer
period before Venus Exploration can cause a mandatory redemption.

Venus Exploration has a conditional option of converting the
outstanding balance of each Subordinated Note to shares of its common stock.
That option does not mature until thirty-six months after the original issuance
of the note, and the condition to Venus Exploration's option to convert is that
the closing market price for the shares of Venus Exploration common stock must
have exceeded $3.60 per share for at least 25 out of the preceding 30 trading
days. The conversion is based on the same $1.15 price per share.

The Subordinated Notes allow Venus Exploration to redeem them for cash
and the payment of a redemption premium. That right begins on the second
anniversary of the original issuance. The redemption

Page 15

premium begins at 18% and decreases 1% per month after that, and there is a
credit against the premium for all accrued interest on the Subordinated Notes to
the date of the redemption. Venus Exploration also has a preferential right to
buy the Subordinated Notes if the holders decide to sell them.

If an event of default occurs, the noteholders may demand immediate
repayment of the principal amount and any accrued but unpaid interest. They will
also have all other rights generally allowed by contract and applicable law.
Events of default include:

o the continuation of a failure to pay the noteholders for more
than three days after any amount becomes due,
o failure to perform material obligations under the Subordinated
Notes,
o a default under other indebtedness or securities,
o a materially false or misleading representation in the
Subordinated Notes or any filings with the SEC as of the date
of the Subordinated Notes,
o bankruptcy, or
o an uninsured judgment of more than $25,000 that is not
promptly discharged.

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 will receive 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 was engaged by Venus
Exploration 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.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

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. Venus Exploration believes that all reports of securities
ownership and changes in such ownership required to be filed during 1998 were
timely filed.

Page 16

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, 1999. You are being asked to ratify this appointment. KPMG
has served as independent auditor for Venus Exploration since May 21, 1997. KPMG
replaced Arthur Andersen, LLP, which had been the company's independent
auditors. Arthur Andersen's reports on the financial statements for 1996 did not
contain an adverse opinion or a disclaimer of opinion, nor were their reports
qualified or modified as to uncertainty, audit scope or accounting principles.
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, 1999.

PROPOSAL THREE

APPROVAL OF ISSUANCE OF SHARES OF
COMMON STOCK UPON CONVERSION OF NOTES

THE APACHE ACQUISITION

On June 30, 1999, EXUS Energy, LLC, a Delaware limited liability
company ("EXUS"), owned 50% by Venus Exploration and 50% by EXCO Resources, Inc.
("EXCO"), completed the acquisition from Apache Corporation of oil and natural
gas properties located in Jackson Parish, Louisiana (the "Jackson Parish
Properties"). EXCO is a publicly-held oil and gas company based in Dallas,
Texas. EXCO financed Venus Exploration's contribution to EXUS. As a part of that
financing arrangement, Venus Exploration granted EXCO the right to convert some
or all of the outstanding principal balance of Venus Exploration's indebtedness
to EXCO, and of the accrued interest, into shares of Venus Exploration common
stock for $1.50 per share. Venus Exploration may also pay accrued interest with
its common stock based on current market value at the time of the payment. It is
these possible issuances of those shares of common stock that are submitted for
stockholder approval.

The Jackson Parish Properties include 17 gross (14.25 net) producing
wells. EXCO is now the named operator of the Jackson Parish Properties; it
assumed operations of all 17 wells upon completion of the transaction. The
Jackson Parish Properties include 6,411 gross (5,672 net) developed acres and
1,532 gross (1,148 net) undeveloped acres. As of December 31, 1998, the Jackson
Parish Properties were estimated to contain 2,500 barrels of oil ("Bbls") and 64
billion cubic feet ("Bcf") of gas. The purchase price, before closing
adjustments, was $28.5 million, and after adjustments (the adjustments
principally reflect production since March 1, 1999, the effective date of the
acquisition), was $27.6 million cash. The purchase price was funded with $14
million drawn under a new credit facility established by EXUS and $14 million of
EXUS equity capital. The purchase price was determined based upon arms-length
negotiations between Apache Corporation and Venus Exploration taking into
account reserve estimates and other items customarily considered in acquisitions
of this type.

Page 17

Purchase and Sale Agreement. The Jackson Parish Properties were
acquired pursuant to the terms of a Purchase and Sale Agreement (the "Purchase
Agreement"), dated as of May 13, 1999, entered into between Apache Corporation
and Venus Exploration. At closing of the acquisition, EXUS was assigned Venus
Exploration's rights and obligations under the Purchase Agreement. The Purchase
Agreement includes representations, warranties, covenants and closing conditions
customary for transactions of this type.

FORMATION OF EXUS

Limited Liability Company Agreement. Venus Exploration and EXCO have
entered into a Limited Liability Company Agreement (the "LLC Agreement"). Venus
Exploration and EXCO each own a 50% equity interest in EXUS and thereby are
entitled to a 50% share of the profits and losses of EXUS, subject to special
allocations in certain events. EXUS's principal business purpose is initially
the management and development of the Jackson Parish Properties. Venus
Exploration and EXCO have established an area of mutual interest in respect of
the Jackson Parish Properties that governs any additional acquisitions of
properties by either partner within the area. In addition, the partners may also
undertake other acquisitions of oil and gas properties through EXUS.

EXUS is managed by a management committee comprised of two persons
designated by EXCO (initially, EXCO's representatives are Douglas H. Miller, its
Chairman and Chief Executive Officer, and T.W. Eubank, its President) and two
persons designated by Venus Exploration (initially, Venus Exploration's
representatives are Eugene L. Ames, Jr., its Chairman and Chief Executive
Officer, and John Y. Ames, its President and Chief Operating Officer). EXUS's
officers are: Eugene L. Ames, Jr., Chairman of the Management Committee; T.W.
Eubank, President, J. Douglas Ramsey, Vice President and Treasurer; and Richard
E. Miller, Secretary.

Most actions of the members require majority consent. Certain actions
require consent of members holding 66 2/3% of the membership interests
including: merger, sale of all of EXUS' assets, liquidation, conversion of the
legal form of the entity to another form, or amendment of the LLC Agreement to
change any minority membership interest protection.

Venus Exploration and EXCO initially capitalized EXUS with $14 million
of equity capital, all of which was applied to fund the purchase of the Jackson
Parish Properties. EXUS also arranged a credit facility (discussed in greater
detail below) through NationsBank, N.A., to fund a portion of the Jackson Parish
Properties acquisition, to fund additional development drilling of the
properties, and to fund additional acquisitions.

The members of EXUS have identified to date certain additional
development drilling opportunities in the Jackson Parish Properties and have
initially budgeted $5.1 million (subject to lender approval) to fund those
activities. The LLC Agreement permits the Management Committee to call for
additional capital contributions from the members to fund the capital needs of
EXUS. Furthermore, either member may propose a Subsequent Operation (as that
term is defined in the joint operating agreement between EXUS and EXCO governing
operation of the Jackson Parish Properties) on the Jackson Parish Properties. A
"Subsequent Operation" would encompass significant drilling activities, such as
a new well, recompletion of an existing well or a workover project. In the event
Venus Exploration and EXCO are unable to agree to fund the project through EXUS,
the proposing member may elect to proceed with the Subsequent Operation in
EXUS's name, but the Subsequent Operation will be funded solely by the proposing
member. In that event, all expenses, losses, gain or income from the project
will be specially allocated solely to the proposing member until the proposing
member has recouped a sum equal to 300% of the additional capital contribution
that would have

Page 18

been funded by the non-proposing member had it participated in the project.
Thereafter, all losses, expenses, gain or income shall be allocated to the
members pro rata according to their equity interest in EXUS.

The LLC Agreement includes other customary terms, including terms
governing transfers of membership interests, voting, meetings and tax matters.

In conjunction with the LLC Agreement, Venus Exploration and EXCO have
entered into an Agreement Among Members governing transfer of the membership
interests (including a right of first refusal) and buy/sell rights in the event
of a deadlock between Venus Exploration and EXCO on a matter that requires a
super-majority vote of the members under the LLC Agreement.

EXCO Note. Of the initial $14 million of EXUS equity capital, $7
million was provided by EXCO from its cash on hand, and $7 million was provided
by Venus Exploration from borrowed funds. On June 30, 1999, Venus Exploration
borrowed $7 million from EXCO under the terms of an $8 million Convertible
Promissory Note. The EXCO Note provides for borrowings up to $8 million, subject
to restrictions on the use of proceeds. As stated above, Venus Exploration drew
$7 million under the EXCO Note to fund Venus Exploration's capital contribution
to EXUS. The EXCO Note provides for additional draws beginning after January 1,
2000, not to exceed $1 million solely to fund additional capital contributions
to EXUS and/or to fund the expenses of one equity issuance. Venus Exploration is
not permitted to draw any of the $1 million until it has obtained the
stockholder approval of this Proposal Four. All borrowings under the EXCO Note
are secured by a first priority lien providing a security interest in the
membership interest of Venus Exploration in EXUS and in the distribution and
income rights of Venus Exploration in EXUS. The EXCO Note provides that advances
will bear interest, which can be paid in cash or, at Venus Exploration's
election, Venus Exploration common stock, at a rate of 10% from June 30, 1999
through June 30, 2000, with interest increasing 1% per year through June 30,
2004. Advances will bear interest at a rate of 15% thereafter in the event of
default. If interest is paid in common stock, the number of shares to be issued
shall be determined by dividing the interest payment due by the average market
price of one share of common stock for the twenty trading days immediately
preceding the interest payment date. Interest is payable semi-annually
commencing on January 1, 2000. The EXCO Note matures on July 1, 2004, at which
time all of the unpaid principal is due and payable.

Beginning on July 1, 2000 and continuing until the payment in full of
the EXCO Note, EXCO, at its option, may convert all or any portion of the
outstanding principal balance and accrued interest into shares of Venus
Exploration common stock for $1.50 per share, subject to adjustment in certain
events. On or before December 15, 1999, Venus Exploration is required to obtain
approval of its stockholders (as required by the rules of the Nasdaq SmallCap
Market) of the issuance of the Venus Exploration common stock that may be issued
upon the conversion of principal or accrued interest under the terms of the EXCO
Note. It is the purpose of this Proposal Four to obtain that approval.

Messrs. Gene Ames, Jr., John Ames, Davis, Gorman and Pinkerton each
executed letters addressed to EXCO agreeing to vote their shares of common stock
in favor of this matter. In the event Venus Exploration is unable to obtain such
stockholder approval, Venus Exploration would be required to prepay $3 million
of the EXCO Note plus accrued interest thereon. Venus Exploration is currently
authorized to issue shares of its common stock upon conversion of up to $4
million of the principal of the EXCO Note without such stockholder approval;
accordingly the $3 million mandatory prepayment equates to the principal amount
EXCO would not be able to convert to Venus Exploration common stock if
stockholder approval was not obtained. Alternatively, Venus Exploration may
elect to transfer membership interests in EXUS held by Venus Exploration equal
to 21.43% of the aggregate outstanding interests of EXUS (this approximates 3/7
of Venus

Page 19

Exploration's equity interest in EXUS) in exchange for a cancellation of $3
million of principal owed under the EXCO Note.

The EXCO Note also requires a mandatory prepayment of principal equal
to 50% of the net proceeds of each equity issuance by Venus Exploration on or
after June 30, 1999 (excluding the first $5 million of aggregate net proceeds of
all equity issuances after June 30, 1999). Venus Exploration may also
voluntarily prepay any or all of the EXCO Note (subject to a prepayment penalty
of 3.57% of the principal prepaid for any prepayment occurring on or prior to
July 1, 2000).

The EXCO Note contains other customary terms including certain
representations, affirmative covenants (such as conduct of Venus Exploration's
business, reports to EXCO, compliance with laws), negative covenants (including
no purchase or redemption of Venus Exploration's common stock and no sale,
transfer, mortgage or pledge of the collateral securing the EXCO Note), and
events of default (including failure to pay principal or interest as required,
violation of covenants in the EXCO Note, bankruptcy, change of control of Venus
Exploration, or default under Venus Exploration's secured credit facility). An
event of default would occur if Venus Exploration is unable to obtain
stockholder approval.

The shares of common stock that may be issued under the terms of the
EXCO Note are subject to a Registration Rights Agreement dated June 30, 1999.
The Registration Rights Agreement requires Venus Exploration to register with
the Securities and Exchange Commission 10,133,333 shares of Venus Exploration
common stock that may be issuable to EXCO under the EXCO Note for resale by EXCO
from time to time. The 10,133,333 shares represents (a) 5,333,333 shares that
would be issued if EXCO were to convert $8 million of principal under the EXCO
Note at $1.50 per share, and (b) 4,800,000 shares assuming Venus Exploration
were to elect to pay all interest accruing on $8 million principal of the EXCO
Note at an assumed market price of $1.00 per share. The Registration Rights
Agreement provides that a registration statement must be filed with the
Securities and Exchange Commission by September 28, 1999, and become effective
on or prior to the 120th day following the first issuance of any shares under
the EXCO Note, which 120 day period may be extended to 210 days if Venus
Exploration has timely complied with its covenants under the Registration Rights
Agreement, but the registration statement is still under review by the
Securities and Exchange Commission. The Registration Rights Agreement contains
other customary terms and provisions, including indemnification for certain
liabilities under applicable securities laws. A breach of the agreement would
constitute an event of default under the EXCO Note.

EXUS Credit Facility. On June 30, 1999, EXUS entered into a credit
facility with NationsBank, N.A., as administrative agent and lender. The credit
facility provides for borrowings up to $50 million, subject to borrowing base
limitations. The bank has sole discretion to determine the borrowing base based
on its semi-annual valuation of EXUS's reserves.

The credit facility consists of a regular revolver, which on July 15,
1999, had a borrowing base of $19.5 million. At July 15, 1999, EXUS had
approximately $5.5 million available for borrowing under the credit facility. A
portion of the borrowing base is available for the issuance of letters of
credit. All borrowings under the credit facility are secured by a first lien
mortgage providing a security interest in substantially all assets owned by
EXUS, including all mineral interests.

The credit facility provides that if the aggregate outstanding
indebtedness of EXUS is less than 75% of the borrowing base, then advances will
bear interest at 1.5% over LIBOR. If the borrowing base usage equals or exceeds
75%, then advances will bear interest at 1.75% over LIBOR.

Page 20

Under the terms of the credit facility, EXUS must not permit the ratio
of its consolidated current assets to its consolidated current liabilities to be
less than 1.0 to 1.0 at any time. Furthermore, EXUS must not incur or pay
general and administrative expenses in an aggregate amount exceeding $100,000
during the period from June 30, 1999 through December 31, 1999, or $200,000
during any fiscal year thereafter. On September 30, 1999, EXUS was in compliance
with both the current ratio covenant and the general and administrative expense
covenant.

Commencing on September 25, 1999 and continuing each month thereafter
until maturity, EXUS must make mandatory payments on the credit facility in an
amount equal to 50% of EXUS's Net Revenues (as defined in the credit facility)
for the immediately preceding calendar month. Each such payment shall be applied
first to accrued but unpaid interest and then to principal. However, if a
borrowing base deficiency were to exist after giving effect to a
redetermination, then EXUS would have to do one of the following:

o eliminate the borrowing base deficiency by making a single
mandatory prepayment of principal on the revolving loan in an
amount equal to the entire amount of the borrowing base
deficiency on the first monthly date following the date on
which the borrowing base deficiency is determined to exist;

o eliminate the deficiency by making six consecutive mandatory
prepayments of principal on the revolving loan, each of which
shall be in the amount of one sixth (1/6th) of the amount of
the borrowing base deficiency commencing on the first monthly
date following the date on which the borrowing base deficiency
is determined to exist and continuing on each monthly date
thereafter; or

o eliminate the borrowing base deficiency by submitting
additional mineral interests to the banks on the first monthly
date following the date on which the borrowing base deficiency
is determined to exist for evaluation as borrowing base
properties that the banks, in their sole discretion, determine
have a value sufficient to increase the borrowing base by at
least the amount of the borrowing base deficiency.

The credit facility matures on June 30, 2002. The next borrowing base
redetermination is scheduled for January 1, 2000, and on or about each April 30
and October 31 thereafter. EXUS may seek additional borrowing capacity at that
time for its development drilling program. However, neither Venus Exploration
nor EXUS can assure you that the current development program of EXUS will result
in increased collateral values or that these values will enable Venus
Exploration to borrow the funds EXUS needs to continue the program.

The credit facility contains a number of covenants affecting the
liquidity and capital resources of EXUS, including restrictions on the ability
to incur indebtedness at any time in an amount exceeding $25,000 or to pledge
assets outside of the credit facility, the maintenance of a current ratio,
limitations on general and administrative expenses, and restrictions on the
payment of dividends on the equity capital units of EXUS.

FINANCIAL DATA

Attached as Appendix A to this proxy statement are certain pro forma
and historical financial statements in respect of the Jackson Parish Properties.
See "Incorporation By Reference of Certain Financial Data" for a description of
other financial data and information incorporated by reference into this proxy
statement.

Page 21

THE PROPOSAL

Assuming that:

o Venus Exploration were to draw the full remaining $1 million
available under the EXCO Note (for total indebtedness of $8
million),

o Venus Exploration were to elect to pay all interest due and
payable under the EXCO Note in shares of common stock, at an
assumed price per share of $1.00,

o EXCO were to convert to common stock the full principal amount
outstanding under the EXCO Note at maturity, and

o There were no adjustments to the conversion formula in respect
of conversion of the EXCO Note,

then Venus Exploration would issue 10,133,333 shares of its common stock which
would represent [47.9%]% of the common stock outstanding on the record date
(including the assumed issuance of the shares to EXCO).

The issuance of the common stock pursuant to the EXCO Note is being
submitted for ratification by the stockholders at the 1999 annual meeting
because the rules of the Nasdaq SmallCap Market, upon which market Venus
Exploration's outstanding common stock is qualified for trading, require
stockholder approval or ratification of the issuance, other than in a public
offering, of common stock or securities convertible into common stock at a price
less than the greater of book or market value if such common stock has or would
have upon issuance voting power equal to or in excess of 20% of the voting power
outstanding before such issuance. Because the total number of shares issuable
under the EXCO Note is not fixed and may exceed 20% of the voting power
outstanding and may be issued at a price less than the greater of book or market
value at the time that they are issued, Venus Exploration is seeking stockholder
ratification of the issuance of common stock under the EXCO Note.

In the event that stockholders did not ratify this proposal, Venus
Exploration would be forced to either (a) repay immediately $3 million of the
principal outstanding under the EXCO Note, or (b) transfer to EXCO approximately
42.9% of Venus Exploration's membership interest in EXUS in exchange for
cancellation of $3 million of the indebtedness outstanding under the EXCO Note.
In addition, Venus Exploration would not be able to draw the additional $1
million available to be borrowed by it under the EXCO Note. Management believes
this outcome would be damaging to Venus Exploration's recovery since management
believes that the acquisition of the Jackson Parish Properties provides not only
an additional source of cash flow for Venus Exploration but also upside drilling
opportunities. In addition, the $1 million draw arrangement under the EXCO Note
was made available to fund drilling activity by EXUS to be funded by Venus
Exploration or a public or private placement of equity securities by Venus
Exploration. This is an asset that we will forfeit if stockholder approval of
this proposal is not obtained.

POTENTIAL ANTI-TAKEOVER EFFECTS OF CONVERTIBILITY

If the stockholders approve this proposal, up to 4,347,200 additional
shares of common stock would be issuable by Venus Exploration that would
otherwise be issuable for other purposes if stockholder approval were not
obtained. If the additional shares of common stock are issued to EXCO, EXCO
could beneficially own in the aggregate [47.9%]% of the common stock of Venus
Exploration as of July 1, 2004. Therefore, the issuance of these shares of
common stock to EXCO, concentrating ownership of Venus Exploration in the

Page 22

hands of one entity, could have the effect of delaying, discouraging or making
more difficult changes in control of Venus Exploration, including tender offers
or takeover attempts that some stockholders might consider to be in their best
interests. In addition, EXCO would be able to control the election of all
directors to Venus Exploration's Board of Directors as well as the outcome of
any other proposal put before stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
CONTINGENT ISSUANCE OF UP TO 10,133,333 SHARES OF VENUS EXPLORATION'S
COMMON STOCK UPON THE CONVERSION OF THE EXCO NOTE.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 2000 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 15, 2000, to be eligible for
inclusion in its proxy statement and proxy relating to that meeting. At the 2000
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 15, 2000.

INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL DATA

Incorporated by reference into this proxy statement are the financial
data and other information described below. These data and other information are
incorporated from the following documents prepared by Venus Exploration:

o Annual Report on Form 10-K for the fiscal year ended December
31, 1998, as amended;
o Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
o Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, as amended;
o Quarterly Report on Form 10-Q for the quarter ended September
30, 1999; and
o Current Report on Form 8-K dated June 30, 1999, as amended.

Those financial data and other information form a part of the Annual
Report to Stockholders delivered to you with this proxy statement. Since it is
incorporated into this proxy statement, it should also be considered to be a
part of the proxy statement.

The following data and information are incorporated:

o Item 8. Financial Statements and Supplementary Data

o Item 7. Management's discussion and Analysis of Financial
Condition and Results of Operations
o Item 9. Changes In, and Disagreements With, Accountants on
Accounting and Financial Disclosure
o Item 7A. Quantitative and Qualitative Disclosures About Market
Risk

OTHER BUSINESS

Management does not presently know of any matters that may be presented
for action at the 1999 annual meeting other than those set forth herein.
However, if any other matters properly come before the 1999

Page 23

annual 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, 1998, as
amended, 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,

EUGENE L. AMES, JR.
Chairman and Chief Executive Officer

December ___, 1999

Page 24

APPENDIX A

Attached are the audited and unaudited financial statements for the
Jackson Parish Properties and the pro forma financial statements showing the pro
forma effect of this acquisition for the periods presented.

[To be attached from the amended Current Report
on Form 8-K/A dated June 30, 1999]

VENUS EXPLORATION, INC.
Suite 1000
1250 N.E. Loop 410
San Antonio, Texas 78209
Phone: 210/930-4900
Fax: 210/930-4901

NASDAQ SmallCap Market(TM): VENX