A prover to calibate flow meters is disclosed which includes a cylinder and by-pass valve in parallel flow paths, both in a series flow path with the meter to be proved. A piston is disposed to traverse the cylinder exiting the upstream end into an enlarged area while supported by an outrigger and exiting the downstream end into a second enlarged area while supported by a rod rigidly attached to the piston. The rod passes through a seal and bearing in the wall of the enlarged area and out into an auxiliary chamber which is floatingly mounted and can be controllably pressurized. The rod has marks, corresponding to a calibrated volume in the cylinder, which are detected by a detector. Included are provisions for ease of assembly, operation, and maintenance; for monitoring the cylinder-piston, the piston-rod, and the by-pass valve seals; and for proving meters to near-whole cycles.