Up to 20cm of snow could fall in Derbyshire this weekend, the Met Office says.
The warning, which is in force for Derbyshire for Friday and Saturday, says 10-20 cm of snow is possible in the northwest Midlands. Ice is also expected to be an issue.
On Sunday a low pressure system from the west will bring in rain from the Atlantic.
When this hits the freezing cold Arctic air which will be sitting over the country from Friday the rain is likely to turn to snow, even at lower levels.
This pattern is set to continue into next week with bands of rain turning into snow when they meet the stubborn cold air mass which is likely to remain over much of the country for most of the week.