Abstract: A filter assembly with an inner housing and filter element mounted within an outer housing, and with first and second poppets carried on a shaft in said inner housing forming first and second valves. The filter assembly has a normal flow path from the outer housing inlet through the filter element and into the inner housing past the first poppet valve and then out the outlets from the inner housing to the outer housing. A bypass flow path is provided through the filter assembly when the filter element is blocked or dirty. In the bypass operation, the increased pressure differential between inlet and outlet causes operation of the second poppet valve providing a flow path from inlet to outlet bypassing the filter element. A reverse flow path is also provided by the second poppet valve to prevent flushing of the filter during reverse flow conditions such as occur when the filter assembly is utilized in conjunction with a hydraulic motor.