a combination pressure regulating and flow control valve having a first fluid passage interconnecting an upstream port and a downstream port . an adjustable pressure regulating valve is mounted in the first fluid passage to provide a reduced pressure at the downstream port . an adjustable flow control valve is mounted in said first fluid passage for selective provision of either a meter in or meter out action on fluid flowing through said first fluid passage . in parallel with said flow control valve is a spring biased check valve for selective provision of free flow in a direction opposite to the metering action of the flow control valve . a parallel second fluid passage in the valve interconnects the upstream port with the downstream port . mounted in the second fluid passage is an adjustable , spring loaded pre - exhaust valve which is vented to the upstream port . when a meter out flow takes place from the downstream port through said first fluid passage to the upstream port the pre - exhaust valve is set to allow flow through the parallel second fluid passage until a pre - set pressure at the downstream port is reached and then it closes against flow .