Abstract: A high speed, synchronous counter which counts using a Gray code, Because Gray code counting has the unique property that only a single bit of the counter changes with each new count, the output of the counter may be latched at any time and the latched value will never be more than one count away from the actual count value in the counter. The present invention provides a look-ahead qualification bit that provides for an eight count look-ahead. With this eight count look-ahead capability, the qualification inputs to the high order bits can be created through a series of AND gates, each having only two inputs, thus saving significatnt power and space. Because most digital circuits require the output of a counter to be in binary code, the invention provides a conversion means for converting the Gray code input to a binary output.