Forecasters say that heavy snow and blizzards may develop across Scotland and northern England on Saturday and Sunday, with a risk of freezing rain in places.
The warning is in place from noon on Saturday until 10am on Sunday.
A Met Office spokesman said: "There is a risk of snow developing with strong southeasterly winds affecting northern UK on Saturday afternoon into Sunday morning.
"The snow could be heavy at times, especially over hills where blizzards may develop, and is likely to drift in strong winds.
"Across northern England and southern Scotland snow may turn to freezing rain above 200-300 metres, leading to widespread ice developing on Saturday night.
"2-5 cm of snow is likely at lower levels, whilst higher ground could see 10-20 cm."
What to expect
* Possible travel delays on roads, stranding some vehicles and passengers
* Possible delays or cancellations to rail and air travel
* Some rural communities could become cut off
* Power cuts may occur and other services, such as mobile phone coverage, may be affected
* A chance of injuries from slips and falls on icy surfaces
* Bus and train services may be delayed or cancelled, with some road closures and longer journey times possible
* Untreated pavements and cycle paths might be impassable because of black ice.