Heavy, thundery rain will affect parts of the West and East Midlands on Thursday.
The heaviest outbreaks are most likely during the middle of the day.
Due to the convective nature of the rain, some locations in the shaded area may get away with lighter showers and smaller amounts of rainfall.
15-20mm precipitation is widely expected, but in the heavier showers 20mm an hour is anticipated with 30-50mm possible during the day.
This warning will be updated during Wednesday morning.