Weather: River flood warnings as heavy rain hits Wales
Heavy rain is likely to bring flooding, disruption to public transport and roads and power cuts, according to the Met Office.
It has now brought in an amber warning for parts of south east and south west Wales from 18:00 BST on Friday to 11:00 on Saturday.
The warning said many places would see 2-3in (60mm-80mm) of rain.
Natural Resources Wales has warned two Swansea Valley rivers are likely to flood.
Levels are expected to rise overnight into Saturday in the Upper Swansea Valley on the River Twrch, with properties in Cwmtwrch Uchaf and Cwmtwrch Isaf, downstream to where the River Cwmtwrch meets the River Tawe at risk.
A flood warning has also been issued for the Lower Clydach River at Clydach Bridge, upstream of the where it joins the River Tawe.
The Met Office warning of heavy rain covers 20 of Wales' 22 counties excluding Anglesey and Flintshire.
Rail users across Wales are being advised to check the trains before travelling on Friday and Saturday.
Transport for Wales and Network Rail said they would monitor the situation and provide extra staff and standby buses where needed.
There will be 20mph speed restrictions at Dinas Rhondda on the Treherbert Valley line and Penybont tunnel and Maes y Wern, both on the Heart of Wales line.