A pressure compensating system that minimizes the pressure differences across multiple shaft seals in a rod driven downhole pumping apparatus. The system balances the pressures across the seals by forcing the external pressure of all seals and compensators to be equal to the highest external pressure in the apparatus, made possible by the appropriate use of labyrinth-type seals. A bleed valve assembly which allows free flow of fluid into the pressure compensating system, but restricts the rate of fluid outflow from the system in case of shut-in of the pump, to limit the potential of rapid opening and closing of the mechanical shaft seals.