We present models of the low and high solar activity thermospheres and ionospheres of Venus for a background atmosphere based largely on the VTS3 model of Hedin et al. [1983]. Our background model consists of 12 neutral species, and we compute the density profiles of 13 ions and 7 minor neutrals. We find that the peak production rates of some ions, such as CO2+ and N2+, vary approximately as the solar flux and that some, whose parent neutrals are photochemically produced, such as O+, N+, and C+, show variations that are amplified over that of the solar flux. The solar cycle variation of the O2+ density at its peak is about a factor of 1.6, in good agreement with the radio occultation measurements and previous models. The peak density of N2+...