Abstract: The hydraulic counterbalance valve has a valve body with an inlet port, a cylinder port and a pilot port. The valve body has an interior chamber extending through the valve body which forms a check seat where the interior chamber narrows. The interior chamber is in communication with each port by a number of passages. A check valve is disposed in a first passageway between the interior chamber and the inlet port. A bypass passage exists to circumvent the check valve and provide communication between the interior chamber and the inlet port. A control spool is movably disposed in the interior chamber. The control spool has a pilot end, a sealing means, metered groove and a pilot check. The pilot check of the control spool forms a pilot check seal with the check seat of the interior chamber. A spool spring is disposed in the interior chamber and biases the control spool pilot check to seat against the pilot check seat of the interior chamber.