During the last orbital sequences of the Pioneer-Venus spacecraft prior to final encounter and atmospheric entry, data were obtained by the Orbiter Ion Mass Spectrometer (OIMS) at the lowest periapsis altitudes of the mission. These data verified OIMS observations of the nightside ionospheric peak reported earlier in the mission, and revealed additional details related to composition, energetics, and maintenance of the nightside ionosphere. OIMS observations of the ion peak during the final encounter sequence are compared with radio occultation data and OIMS peak observations obtained earlier. OIMS ion density and Orbiter Electron Temperature Probe (OETP) electron density are found to correlate near the peak. Coupling of mass channels 30 and 32 during nightside passes is observed and its interpretation considered. Changes in high altitude composition of the nightside ionosphere, especially the relative changes in O+ and H+, are described. ¿ American Geophysical Union 1993