A step down voltage regulator with bypass comprised of devices designed to operate over a maximum rated voltage lower than a supply voltage. The regulator includes an output regulation device coupled to the supply voltage and an output. An output device protection circuit is provided which is responsive to the supply voltage and the output to ensure that the maximum rated voltage of the output regulation device is not exceeded. A bypass circuit having a bypass output device and being coupled to the supply voltage is provided with a protection circuit. The output regulation devices comprise p-channel transistors, and may have an operating maximum rated voltage in a range of 2.7-3.6 volts with the supply voltage is in a range of 4.4-5.25 volts, or 2.9-3.5 volts.