A two-dimensional MHD simulation of mass-loaded solar wind flow around the dayside of Venus is presented. For conditions appropriate to a low-altitude ionopause the simulations show that mass loading from the pickup of oxygen ions produces a boundary layer of finite thickness along the ionopause. Within this layer the temperatures exhibit strong gradients normal to and away from the ionopause. Furthermore, there is a shear in the bulk flow velocity across the boundary layer, such that the (predominantly tangential) flow decreases in speed as the ionopause is approached and remains small along the ionopause, consistent with Pioneer Venus observations. The total mass density increase significantly as the flow approaches the ionopause, where the contribution of 0+ to the total number density is a few percent. Numerical simulations are carried out for various mass addition rates and demonstrate that the boundary layer develops when oxygen ion production exceeds approximately 2¿105 m-3 s-1. For the upstream solar wind parameters and mass loading rates chosen for these simulations, the results are consistent with observations made on the dayside of Venus for average ionopause conditions near 300 km. ¿ American Geophysical Union 1994