The 'yellow' warning has been put in place from midnight to 6pm on Sunday, October 6.
Heavy rain is expected across parts of Scotland during Saturday night before extending to northern and eastern England during Sunday.
Within the warning area, which includes Nottinghamshire, many parts will see 15-30 mm of rain during Sunday with the potential for as much as 40-50 mm in places, much of this falling in a six hour period.
At this stage, there is still some uncertainty regarding the location of where the heaviest rain will occur.
Forecasters say heavy rain may cause some transport disruption and flooding in places.
Residents should expect travel disruption, interruption to power supplies and flooding of a few homes and businesses.
READ MORE: EAST MIDLANDS FLOOD WARNING MAP