a differential pressure regulator connected in a fluid system including a bypass line and including a valve body with a high pressure inlet and a compensation inlet connected to the high pressure side of the system , a low pressure inlet , and a bypass outlet . a valve member is reciprocable within the valve housing and includes an intermediate passage between the compensation inlet and the bypass outlet , a metering port between the intermediate passage and the bypass outlet , and a compensating port between the compensating inlet and the intermediate passage . the position of this valve member controls the degree of opening of the ports . also included is spring biasing the valve toward the closed position of the ports . the high and low pressure inlets are coupled to high and low pressure faces on the valve member , and the resulting forces act with the spring force to adjust bypass flow to achieve the substantially constant pressure drop . a compensating chamber including an inlet connected to the intermediate passage and a third pressure face is disposed such that pressure applied to the third pressure face results in a compensating force which moves the valve member toward the closed position of the ports . the pressure applied to the third pressure face is dependent on a compensating pressure drop across the compensating port . the compensating port is sized and positioned to cause a pressure drop varying as a function of valve position to compensate for increased forces tending to close the bypass port at high bypass flows .