A week on from the so-called Beast from the East a weather system moving across the country from the west is likely to bring a covering of snow to many places.
The warning states: "Sleet and snow for upland areas and some lower ground as well overnight and during Thursday morning.
"Some roads and railways are likely to be affected with longer journey times by road, bus and train services."
The Met Office's chief forecaster added: "An area of rain will arrive into southwestern parts of England and Wales later on Wednesday evening.
"This will move northeastwards and turn increasingly to snow over the high ground of Wales, parts of the Midlands and into southern parts of northern England overnight and through Thursday morning, with some snow to lower levels later. "