Wind gusts up to 90km/h could lash the Illawarra on Sunday night, according to the Bureau of Meteorology.
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The Bureau is predicting the region to be hit with damaging winds, strong surf and heavy rainfall.
A gale force wind warning is in force for the Illawarra and South Coast through to midnight on Sunday.
That warning is lifted for the South Coast for Monday morning but will remain in force for the Illawarra.
Winds are expected to average 60 to 70km/h with gusts in excess of 90km/h.
The heavy rain is set to continue and with it will come the possibility of flash flooding in some areas.
"Thunderstorms embedded in the rain or any development of a small scale low within the trough may exacerbate the rain rate leading to flash flooding," the bureau warning stated.
"The rain should ease around late on Sunday night as the trough starts to move northwards late on Sunday or early Monday."
Damaging surf conditions with waves bigger than five metres in the surf zone could create significant beach erosion along the Illawarra and South Coast.
"Beach conditions in these areas could be dangerous and people should stay well away from the surf and surf exposed areas," the bureau stated.
"Surf conditions should ease in the south later Monday, and hazardous surf conditions should persist along the northern coast Tuesday."
Meanwhile the heavy rains have caused a number of road closures across the region - here are some of them as of 5pm on Sunday.
Live Traffic is reporting that the Illawarra Highway between Princes Highway and Tongarra Road at Albion Park is closed.
Flooding has also seen the closure of Tongarra Road in both directions between Croome Road and Terry Street at Albion Park Rail.
At Berkeley, the southbound off-ramp from the Princes Motorway to Northcliffe Drive is also closed.
One of three northbound lanes along Windang Road near Boundary Road is also closed due to the heavy rains.
The Shoalhaven area has more than 20 road closures according to the Shoalhaven City Council website.
Bolong Road near the Princes Highway at Bomaderry is closed, as is a second of Meroo Road.
Albatross Road at Nowra is closed, as is Forest Road at Nowra Hill, The Park Drive at Sanctuary Point and several roads in Sussex Inlet.
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