Clifton-upon-Dunsmore is a village and civil parish in the Rugby borough of Warwickshire in England. The parish has a population of 1,219 (2001 census).

Clifton is located roughly half a mile north-east of Rugby, and is effectively a suburb of the town. Clifton once had a railway station on the former Rugby to Market Harborough railway line, which opened in 1864, the station was closed in 1953, and the line in 1966.

The village is located upon a hill, the Oxford Canal runs past at the foot of the hill. To the north of the village is the River Avon. One mile east of Clifton is Dow Bridge - the point at which the A5 road (Watling Street) crosses over the River Avon, and the counties of Warwickshire, Northamptonshire and Leicestershire meet.