Abstract: A coordinate measuring machine (10) having a vertically movable probe (41), the weight of which is offset by an improved pneumatic counterbalance (50). The pneumatic counterbalance system (50) is adapted to use a source of pressurized air (72) acting upon a ball piston (54) which is directly connected to a probe arm (42) which supports the probe (41). An accumulator (60) having a capacity large enough to insure only a small change in the counterbalanced force as the ball piston (54) moves within its cylinder (52) is provided. A valve (70) is provided in the connection of the air supply (72) to the accumulator (60). The valve (70) is adjusted to provide make up air for the air which leaks past the ball piston (54). Preferably, the accumulator (60) is formed as a pressurized plenum (60) which surrounds the cylinder (52).