Abstract: A downhole regulating device used in a downhole drill string between a drilling rig and a drill bit. The downhole regulating device has a helical coupling between the upper and lower portion to allow a relative axial and rotational movement defined by the lead of the helical coupling, between the upper and lower portions; a bi-directional biasing device that resists movement in both extension and contraction from the neutral position depending on the combination of pumping pressure, torque, axial hanging loads from drill string components below the tool and applied weight on bit. The biasing device is designed such that there is no pre-load required. A secondary one-directional element may be part of the biasing device to modify the spring rate or stroke length in contraction direction. A metal and composite laminated torsion spring is also described.