Abstract: A fail-safe gate valve assembly having a power actuator and a spring actuator disposed on opposite sides of a flowline. The assembly includes a valve body, a valve chamber including a gate movable between open and closed positions for controlling fluids through the flowline, a first housing containing the power actuator disposed on one side of the valve body and a second housing containing the spring actuator disposed on the opposite side of the valve body. The power actuator urges the gate from one to another of the positions. The spring actuator urges the gate from the other to the one of the positions in event a power loss occurs to the power actuator. The spring actuator may include an override thereby allowing the override to be used to open and close the gate valve without compressing the springs.