content: <PAGE>   1
       As filed with the Securities and Exchange Commission on August 11, 1998
  
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
              ---------------------------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               VENUS EXPLORATION, INC.
               (Exact name of Registrant as specified in its charter)
  
                      DELAWARE                               13-3299127
           (State of other jurisdiction of                (I.R.S. Employer
            incorporation or organization)              Identification No.)
  
           1250 N.E. LOOP 410, SUITE 1000                      78209
                 SAN ANTONIO, TEXAS                          (Zip Code)
                   (210) 930-4900
      (Address of Principal Executive Offices)
  
              ---------------------------------------------------------
  
                               1997 INCENTIVE PLAN OF
                               VENUS EXPLORATION, INC.
                              (Full title of the plan)
  
              ---------------------------------------------------------
  
                                   E.L. AMES, JR.
                        Chairman and Chief Executive Officer
                               Venus Exploration, Inc.
                           1250 N.E. Loop 410, Suite 1000
                              San Antonio, Texas 78209
                                   (210) 930-4900
                      (Name and address of agent for service)
  
                                      Copy to:
                                  Will C. Jones, IV
                                Haynes and Boone, LLP
                          112 East Pecan Street, Suite 1600
                              San Antonio, Texas 78205
                                   (210) 978-7427
  
              ---------------------------------------------------------
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                                          Proposed              Proposed
                                                                          maximum               maximum
                                                    Amount to be       offering price          aggregate            Amount of
  Title of securities to be registered             registered(1)        per share(2)       offering price(2)   registration fee(2)
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                                                <C>                   <C>                 <C>                   <C>   
  Common Stock, $0.01 par value..............        1,500,000             $3.125              $4,687,500            $1,383
  ================================================================================================================================
  </TABLE>
  
  (1)   Of the 1,500,000 shares to be registered hereunder, 69,683 shares are
        shares which may be issued upon exercise of options granted under a prior
        plan and assumed under the 1997 Incentive Plan of Venus Exploration, Inc.
        The amount to be registered also includes such indeterminate number of
        shares as may be issued to prevent dilution resulting from stock splits,
        stock dividends or similar transactions in accordance with Rule 416
        promulgated under the Securities Act of 1933.
  (2)   The offering price per share, the aggregate offering price and the
        registration fee have each been calculated in accordance with paragraphs
        (c) and (h)(1) of Rule 457 under the Securities Act of 1933 based on the
        average high and low sales prices of the Common Stock as reported on the
        Nasdaq SmallCap Market on August 3, 1998 ($3.125 per share).
  
  ================================================================================
  
  
  
  <PAGE>   2
  
  
  
                               VENUS EXPLORATION, INC.
  
                          1,500,000 SHARES OF COMMON STOCK
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           Venus Exploration, Inc. (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
           (a)      The Company's Annual Report on Form 10-K for its fiscal year 
                    ended December 31, 1997;
  
           (b)      The Company's Quarterly Report on Form 10-Q for its fiscal 
                    quarter ended March 31, 1998;
  
           (c)      The description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form 8-A dated March 12, 
                    1986; and
  
           (d)      All documents subsequently filed by the Company pursuant to 
                    Sections 13(a), 13(c), 14, and 15(d) of the Securities
                    Exchange Act of 1934, as amended, prior to the filing of a
                    post-effective amendment that indicates that all securities
                    offered hereunder have been sold or that deregisters all
                    securities then remaining unsold, shall be deemed to be
                    incorporated by reference herein and to be a part hereof from
                    the date such documents are filed. Any statement contained in
                    a document incorporated or deemed to be incorporated by
                    reference herein shall be deemed to be modified or superseded
                    for purposes of this Registration Statement to the extent that
                    a statement contained herein or in any other subsequently
                    filed document which also is or is deemed to be incorporated
                    by reference in this Registration Statement modifies or
                    supersedes such statement.
  
  
  ITEM 4:  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  
  ITEM 5:  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Will C. Jones, IV, Of Counsel to Haynes and Boone, LLP, is married to
  Elizabeth Ames Jones ("Mrs. Jones"). Mrs. Jones is the daughter of Eugene L.
  Ames, Jr., Chairman of the Board, Chief Executive Officer and a significant
  stockholder of the Company, and the sister to John Y. Ames, President and a
  director of the Company, and Eugene L. Ames, III, a Vice President of the
  Company. Mrs. Jones also owns 262,373 shares of the Company's Common Stock, all
  of which are subject to a Voting Trust Agreement under which E.L. Ames, Jr., has
  sole voting power.
  
  
  ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           In accordance with Section 145 of the Delaware General Corporation Law,
  as amended (the "DGCL"), Article Eleven of the Company's Certificate of
  Incorporation (the "Certificate") and Section 6.5 of the Company's Bylaws (the
  "Bylaws") provides that the Company shall indemnify, to the full extent
  permitted by law, any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that he is or was a
  director or officer of the corporation or is or was serving at the request of
  the corporation, in any capacity, another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorney's
  fees),
  
  
  
  <PAGE>   3
  
  
  
  
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with such action, suit or proceeding.
  
           Section 145, the Certificate and the Bylaws further provide that
  indemnification provided for thereby shall not be deemed exclusive of any other
  rights to which the indemnified party may be entitled, and that the corporation
  is empowered to purchase and maintain insurance on behalf of a director or
  officer of the corporation against any liability asserted against him and
  incurred by him in any such capacity, or arising out of his status as such,
  whether or not the corporation would have the power to indemnify him against
  such liabilities under Section 145. Section 145, the Certificate and the Bylaws
  also allow for the indemnification provisions to continue as to a person who has
  ceased to be a director, officer, employee or agent of the Company and to inure
  to the benefit of the heirs, executors and administrators of such a person.
  
           The Company also maintains insurance policies insuring its directors 
  and officers against certain liabilities arising under the securities laws.
  
           For the undertaking with respect to indemnification, see Item 9 herein.
  
  
  ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  
  ITEM 8:  EXHIBITS
  
         Exhibit No.    Exhibit
         -----------    -------
  
             4.1        Certificate of Incorporation of Venus Exploration, Inc. as
                        amended (filed as Exhibit 3.1 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December 31,
                        1997, and incorporated by reference herein).
  
             4.2        Bylaws of Venus Exploration, Inc. as amended (filed as
                        Exhibit 3.2 to the Company's Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1997, and
                        incorporated by reference herein).
  
             4.3*       Specimen Common Stock Certificate.
  
             5.1*       Opinion of Haynes and Boone, LLP with respect to validity
                        of issuance of securities.
  
             23.1*      Consent of KPMG Peat Marwick LLP.
  
             23.2*      Consent of Williamson Petroleum Consultants, Inc.
  
             23.3*      Consent of Haynes and Boone, LLP (included in Exhibit
                        5.1).
  
             24.1       Power of Attorney of the directors (included on the
                        signature page of the Registration Statement)
  
  
           *    Filed herewith.
  
  
  ITEM 9:  UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this registration
           statement:
  
  
                                        II-3
  
  <PAGE>   4
  
  
                             (i)      to include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     to reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement; and
  
                             (iii)    to include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
           do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement.
  
                    (2)      That, for the purpose of determining any liability 
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof; and
  
                    (3)      To remove from registration by means of a 
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)      The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933 and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
           The undersigned Registrant hereby undertakes that:
  
                    (1)      For purposes of determining any liability under the
           Securities Act of 1933, the information omitted from the form of
           Prospectus filed as part of this Registration Statement in reliance
           upon Rule 430A and contained in a form of Prospectus filed by the
           Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
           Securities Act shall be deemed to be part of this Registration
           Statement as of the time it was declared effective; and
  
                    (2)      For the purpose of determining any liability under
           the Securities Act of 1933, each post-effective amendment that contains
           a form of Prospectus shall be deemed to be a new Registration Statement
           relating to the securities offered therein, and the offering of such
           securities at that time shall be deemed to be the initial bona fide
           offering thereof.
  
  
                                        II-4
  
  <PAGE>   5
  
  
  
                          SIGNATURES AND POWER OF ATTORNEY
  
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of San Antonio, State of Texas, on the 11th day of
  August, 1998.
  
                                   VENUS EXPLORATION, INC.
  
  
                                   By: /s/ E.L. AMES, JR.
                                       -------------------------------------------
                                                      E.L. Ames, Jr.
                                           Chairman and Chief Executive Officer
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints each of E.L. Ames, Jr., and John Y. Ames,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the Securities
  Act of 1933, including any amendment or amendments relating thereto (and any
  additional Registration Statement related hereto permitted by Rule 462(b)
  promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons on
  behalf of the Registrant in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
  Signature                                              Title                                   Date
  ---------                                              -----                                   ----
  
  <S>                                                    <C>                                     <C>
  /s/ E.L. AMES, JR.                                     Chairman, Chief Executive               August 11, 1998
  -----------------------------------                     Officer and Director
  E.L. Ames, Jr.                                          
  
  /s/ JOHN Y. AMES                                       President, Chief Operating              August 11, 1998
  -----------------------------------                     Officer and Director
  John Y. Ames                                           
  
  
  /s/ J.C. ANDERSON                                      Director                                August 11, 1998
  -----------------------------------
  J.C. Anderson
  
  
  /s/ MARTIN A. BELL                                     Director                                August 11, 1998
  -----------------------------------
  Martin A. Bell
  
  </TABLE>
  
  
  
  
                                        II-5
  
  <PAGE>   6
  
  
  
  <TABLE>
  <CAPTION>
  Signature                                              Title                            Date
  ---------                                              -----                            ----
  <S>                                                    <C>                              <C>
  
  /s/JAMES W. GORMAN
  --------------------                                   Director                         August 11, 1998
  James W. Gorman
  
  
  /s/JERE W. MCKENNY
  --------------------                                   Director                         August 11, 1998
  Jere W. McKenny
  
  
  /s/JOHN H. PINKERTON
  --------------------                                   Director                         August 11, 1998
  John H. Pinkerton
  
  
  /s/PATRICK A. GARCIA
  --------------------                                   Treasurer and Chief              August 11, 1998
  Patrick A. Garcia                                       Financial Officer
                                                          (Principal Financial and
                                                          Accounting Officer)
  </TABLE>
  
  
  
  
  
  
                                        II-6
  
  <PAGE>   7
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
      Exhibit No.            Exhibit
      -----------            -------
      <S>                    <C>
           4.1               Certificate of Incorporation of Venus Exploration, Inc. as amended (filed as
                             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
                             ended December 31, 1997, and incorporated by reference herein).
  
           4.2               Bylaws of Venus Exploration, Inc. as amended (filed as Exhibit 3.2 to the
                             Company's Annual Report on Form 10-K for the fiscal year ended December 31,
                             1997, and incorporated by reference herein).
  
           4.3*              Specimen Common Stock Certificate.
  
           5.1*              Opinion of Haynes and Boone, LLP with respect to validity of issuance of
                             securities.
  
           23.1*             Consent of KPMG Peat Marwick LLP.
  
           23.2*             Consent of Williamson Petroleum Consultants.
  
           23.3*             Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
           24.1              Power of Attorney of the directors (included on the signature page of the
                             Registration Statement)
  </TABLE>
  
  
           *    Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22205}]
metadata_filer: {"company-data": {"conformed-name": "VENUS EXPLORATION INC", "cik": "0000312037", "assigned-sic": "1311", "irs-number": "133299127", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61193", "film-number": "98682464"}, "business-address": {"street1": "700 N ST MARY ST", "street2": "SUITE 2720", "city": "SAN ANTONIO", "state": "TX", "zip": "78205", "phone": "3035341101"}, "mail-address": {"street1": "1675 BROADWAY", "street2": "SUITE 2720", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "XPLOR CORP", "date-changed": "19940906"}}
text: 1
       As filed with the Securities and Exchange Commission on August 11, 1998
  
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
              ---------------------------------------------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               VENUS EXPLORATION, INC.
               (Exact name of Registrant as specified in its charter)
  
                      DELAWARE                               13-3299127
           (State of other jurisdiction of                (I.R.S. Employer
            incorporation or organization)              Identification No.)
  
           1250 N.E. LOOP 410, SUITE 1000                      78209
                 SAN ANTONIO, TEXAS                          (Zip Code)
                   (210) 930-4900
      (Address of Principal Executive Offices)
  
              ---------------------------------------------------------
  
                               1997 INCENTIVE PLAN OF
                               VENUS EXPLORATION, INC.
                              (Full title of the plan)
  
              ---------------------------------------------------------
  
                                   E.L. AMES, JR.
                        Chairman and Chief Executive Officer
                               Venus Exploration, Inc.
                           1250 N.E. Loop 410, Suite 1000
                              San Antonio, Texas 78209
                                   (210) 930-4900
                      (Name and address of agent for service)
  
                                      Copy to:
                                  Will C. Jones, IV
                                Haynes and Boone, LLP
                          112 East Pecan Street, Suite 1600
                              San Antonio, Texas 78205
                                   (210) 978-7427
  
              ---------------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                                          Proposed              Proposed
                                                                          maximum               maximum
                                                    Amount to be       offering price          aggregate            Amount of
  Title of securities to be registered             registered(1)        per share(2)       offering price(2)   registration fee(2)
  --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value..............        1,500,000             $3.125              $4,687,500            $1,383
  ================================================================================================================================
  (1)   Of the 1,500,000 shares to be registered hereunder, 69,683 shares are
        shares which may be issued upon exercise of options granted under a prior
        plan and assumed under the 1997 Incentive Plan of Venus Exploration, Inc.
        The amount to be registered also includes such indeterminate number of
        shares as may be issued to prevent dilution resulting from stock splits,
        stock dividends or similar transactions in accordance with Rule 416
        promulgated under the Securities Act of 1933.
  (2)   The offering price per share, the aggregate offering price and the
        registration fee have each been calculated in accordance with paragraphs
        (c) and (h)(1) of Rule 457 under the Securities Act of 1933 based on the
        average high and low sales prices of the Common Stock as reported on the
        Nasdaq SmallCap Market on August 3, 1998 ($3.125 per share).
  
  ================================================================================
  2
  
                               VENUS EXPLORATION, INC.
  
                          1,500,000 SHARES OF COMMON STOCK
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           Venus Exploration, Inc. (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
           (a)      The Company's Annual Report on Form 10-K for its fiscal year 
                    ended December 31, 1997;
  
           (b)      The Company's Quarterly Report on Form 10-Q for its fiscal 
                    quarter ended March 31, 1998;
  
           (c)      The description of the Company's Common Stock contained in the
                    Company's Registration Statement on Form 8-A dated March 12, 
                    1986; and
  
           (d)      All documents subsequently filed by the Company pursuant to 
                    Sections 13(a), 13(c), 14, and 15(d) of the Securities
                    Exchange Act of 1934, as amended, prior to the filing of a
                    post-effective amendment that indicates that all securities
                    offered hereunder have been sold or that deregisters all
                    securities then remaining unsold, shall be deemed to be
                    incorporated by reference herein and to be a part hereof from
                    the date such documents are filed. Any statement contained in
                    a document incorporated or deemed to be incorporated by
                    reference herein shall be deemed to be modified or superseded
                    for purposes of this Registration Statement to the extent that
                    a statement contained herein or in any other subsequently
                    filed document which also is or is deemed to be incorporated
                    by reference in this Registration Statement modifies or
                    supersedes such statement.
  
  ITEM 4:  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  ITEM 5:  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Will C. Jones, IV, Of Counsel to Haynes and Boone, LLP, is married to
  Elizabeth Ames Jones ("Mrs. Jones"). Mrs. Jones is the daughter of Eugene L.
  Ames, Jr., Chairman of the Board, Chief Executive Officer and a significant
  stockholder of the Company, and the sister to John Y. Ames, President and a
  director of the Company, and Eugene L. Ames, III, a Vice President of the
  Company. Mrs. Jones also owns 262,373 shares of the Company's Common Stock, all
  of which are subject to a Voting Trust Agreement under which E.L. Ames, Jr., has
  sole voting power.
  
  ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           In accordance with Section 145 of the Delaware General Corporation Law,
  as amended (the "DGCL"), Article Eleven of the Company's Certificate of
  Incorporation (the "Certificate") and Section 6.5 of the Company's Bylaws (the
  "Bylaws") provides that the Company shall indemnify, to the full extent
  permitted by law, any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative (other than an action
  by or in the right of the corporation) by reason of the fact that he is or was a
  director or officer of the corporation or is or was serving at the request of
  the corporation, in any capacity, another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorney's
  fees),
  3
  
  judgments, fines and amounts paid in settlement actually and reasonably incurred
  by him in connection with such action, suit or proceeding.
  
           Section 145, the Certificate and the Bylaws further provide that
  indemnification provided for thereby shall not be deemed exclusive of any other
  rights to which the indemnified party may be entitled, and that the corporation
  is empowered to purchase and maintain insurance on behalf of a director or
  officer of the corporation against any liability asserted against him and
  incurred by him in any such capacity, or arising out of his status as such,
  whether or not the corporation would have the power to indemnify him against
  such liabilities under Section 145. Section 145, the Certificate and the Bylaws
  also allow for the indemnification provisions to continue as to a person who has
  ceased to be a director, officer, employee or agent of the Company and to inure
  to the benefit of the heirs, executors and administrators of such a person.
  
           The Company also maintains insurance policies insuring its directors 
  and officers against certain liabilities arising under the securities laws.
  
           For the undertaking with respect to indemnification, see Item 9 herein.
  
  ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  ITEM 8:  EXHIBITS
  
         Exhibit No.    Exhibit
         -----------    -------
  
             4.1        Certificate of Incorporation of Venus Exploration, Inc. as
                        amended (filed as Exhibit 3.1 to the Company's Annual
                        Report on Form 10-K for the fiscal year ended December 31,
                        1997, and incorporated by reference herein).
  
             4.2        Bylaws of Venus Exploration, Inc. as amended (filed as
                        Exhibit 3.2 to the Company's Annual Report on Form 10-K
                        for the fiscal year ended December 31, 1997, and
                        incorporated by reference herein).
  
             4.3*       Specimen Common Stock Certificate.
  
             5.1*       Opinion of Haynes and Boone, LLP with respect to validity
                        of issuance of securities.
  
             23.1*      Consent of KPMG Peat Marwick LLP.
  
             23.2*      Consent of Williamson Petroleum Consultants, Inc.
  
             23.3*      Consent of Haynes and Boone, LLP (included in Exhibit
                        5.1).
  
             24.1       Power of Attorney of the directors (included on the
                        signature page of the Registration Statement)
  
           *    Filed herewith.
  
  ITEM 9:  UNDERTAKINGS
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this registration
           statement:
  
                                        II-3
  4
  
                             (i)      to include any prospectus required by 
                                      Section 10(a)(3) of the Securities Act of
                                      1933;
  
                             (ii)     to reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement; and
  
                             (iii)    to include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
           do not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section 15(d)
           of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement.
  
                    (2)      That, for the purpose of determining any liability 
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at that
           time shall be deemed to be the initial bona fide offering thereof; and
  
                    (3)      To remove from registration by means of a 
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)      The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions or otherwise, the
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act of 1933 and is, therefore, unenforceable. In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act of 1933 and will be governed by the final adjudication of such
  issue.
  
           The undersigned Registrant hereby undertakes that:
  
                    (1)      For purposes of determining any liability under the
           Securities Act of 1933, the information omitted from the form of
           Prospectus filed as part of this Registration Statement in reliance
           upon Rule 430A and contained in a form of Prospectus filed by the
           Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
           Securities Act shall be deemed to be part of this Registration
           Statement as of the time it was declared effective; and
  
                    (2)      For the purpose of determining any liability under
           the Securities Act of 1933, each post-effective amendment that contains
           a form of Prospectus shall be deemed to be a new Registration Statement
           relating to the securities offered therein, and the offering of such
           securities at that time shall be deemed to be the initial bona fide
           offering thereof.
  
                                        II-4
  5
  
                          SIGNATURES AND POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of San Antonio, State of Texas, on the 11th day of
  August, 1998.
  
                                   VENUS EXPLORATION, INC.
  
                                   By: /s/ E.L. AMES, JR.
                                       -------------------------------------------
                                                      E.L. Ames, Jr.
                                           Chairman and Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints each of E.L. Ames, Jr., and John Y. Ames,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8 under the Securities
  Act of 1933, including any amendment or amendments relating thereto (and any
  additional Registration Statement related hereto permitted by Rule 462(b)
  promulgated under the Securities Act of 1933, including any amendment or
  amendments relating thereto), with all exhibits and any and all documents
  required to be filed with respect thereto with any regulatory authority,
  granting unto said attorneys-in-fact and agents, and each of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises in order to effectuate the same
  as fully to all intents and purposes as he might or could do if personally
  present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or either of them, or their or his substitute or substitutes, may
  lawfully do or cause to be done.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons on
  behalf of the Registrant in the capacities and on the dates indicated:
  Signature                                              Title                                   Date
  ---------                                              -----                                   ----
  /s/ E.L. AMES, JR.                                     Chairman, Chief Executive               August 11, 1998
  -----------------------------------                     Officer and Director
  E.L. Ames, Jr.                                          
  
  /s/ JOHN Y. AMES                                       President, Chief Operating              August 11, 1998
  -----------------------------------                     Officer and Director
  John Y. Ames                                           
  
  /s/ J.C. ANDERSON                                      Director                                August 11, 1998
  -----------------------------------
  J.C. Anderson
  
  /s/ MARTIN A. BELL                                     Director                                August 11, 1998
  -----------------------------------
  Martin A. Bell
  II-5
  6
  Signature                                              Title                            Date
  ---------                                              -----                            ----
  /s/JAMES W. GORMAN
  --------------------                                   Director                         August 11, 1998
  James W. Gorman
  
  /s/JERE W. MCKENNY
  --------------------                                   Director                         August 11, 1998
  Jere W. McKenny
  
  /s/JOHN H. PINKERTON
  --------------------                                   Director                         August 11, 1998
  John H. Pinkerton
  
  /s/PATRICK A. GARCIA
  --------------------                                   Treasurer and Chief              August 11, 1998
  Patrick A. Garcia                                       Financial Officer
                                                          (Principal Financial and
                                                          Accounting Officer)
  II-6
  7
  
                                    EXHIBIT INDEX
  Exhibit No.            Exhibit
      -----------            -------
  4.1               Certificate of Incorporation of Venus Exploration, Inc. as amended (filed as
                             Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year
                             ended December 31, 1997, and incorporated by reference herein).
  
           4.2               Bylaws of Venus Exploration, Inc. as amended (filed as Exhibit 3.2 to the
                             Company's Annual Report on Form 10-K for the fiscal year ended December 31,
                             1997, and incorporated by reference herein).
  
           4.3*              Specimen Common Stock Certificate.
  
           5.1*              Opinion of Haynes and Boone, LLP with respect to validity of issuance of
                             securities.
  
           23.1*             Consent of KPMG Peat Marwick LLP.
  
           23.2*             Consent of Williamson Petroleum Consultants.
  
           23.3*             Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
  
           24.1              Power of Attorney of the directors (included on the signature page of the
                             Registration Statement)
  *    Filed herewith.