Direct measurements of neutral CO2, O, CO, N2, He, and N densities from the Pioneer Venus Orbiter Neutral Mass Spectrometer are described in terms of a spherical harmonic representation (latitude and local time coordinates) of exospheric temperature and number densities at 150 km, using modified Bates temperature profiles. The exospheric temperatures are determined from the altitude variations of atomic oxygen. A global average temperature of 228°K is derived with a first harmonic variation of 57%. The altitude profiles are extended downward to 100 km by using empirical formulas to provide a transition through the turbopause region (simulating the effect of eddy diffusion and vertical flows) and matching entry probe density data. The model reflects the observed variations of temperature and density with the 10.7 cm radio flux index. For a given change in flux at the planet, the exospheric temperature on Venus changes by only 10% of the change seen in the terrestrial thermosphere