An improved pressure-compensated hydraulic system for feeding hydraulic fluid from a variable displacement pump (18) to multiple hydraulic actuators (20). A separate valve section (13,14,15) controls the fluid flow between the pump (18) and a different actuator (20). Each valve section (13,14,15) has a pressure compensating valve (48) with a valve member (64) and poppet (60) within a bore (62) and biased apart by a spring. The poppet (60) acts as a check valve which prevents fluid flow from the actuator (20) through the valve section (13,14,15) to the pump (18) when the back pressure from the load exceeds the pump supply pressure. A pressure differential between the load-dependent pressure and the actuator pressure determines a position of the valve member (64) which controls the pressure applied to the pump pressure control input (32).