<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.
                                     20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended December 28, 1996                  Commission File No. 0-1915



                             THOMASTON MILLS, INC.
-------------------------------------------------------------------------------


            GEORGIA                                    58-0460470
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)



         115 East Main Street, P.O. Box 311, Thomaston, Georgia  30286
-------------------------------------------------------------------------------
       (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code (706) 647-7131.
                                                   --------------

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the close of the period covered by this report.

Class A    Common Stock $1 Par Value - 5,620,518 Shares
           including 710,888 Treasury Shares
           
Class B    Common Stock $1 Par Value - 1,873,506 Shares
           including 243,140 Treasury Shares

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing for the past 90 days.


Yes   X     No 
    -----      -----
<PAGE>   2

                                     INDEX
                      THOMASTON MILLS, INC. AND SUBSIDIARY



PART 1.      FINANCIAL INFORMATION

Item 1.      Financial Statements (Unaudited)

             Condensed consolidated balance sheets -- December 28, 1996 and
             June 29, 1996.

             Condensed consolidated statements of operations -- three months
             ended December 28, 1996 and three months ended December 30, 1995
             and six months ended December 28, 1996 and six months ended
             December 30, 1995.

             Condensed consolidated statements of changes in cash flows -- six
             months ended December 28, 1996 and six months ended December 30,
             1995.

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.


PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings

Item 2.      Changes in Securities

Item 3.      Defaults upon Senior Securities

Item 4.      Submission of Matters to vote of Security Holders

Item 5.      Other information

Item 6.      Exhibits and Reports on Form 8-K



SIGNATURES
<PAGE>   3

PART 1 -  FINANCIAL INFORMATION

                      THOMASTON MILLS, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                      Dec. 28, 1996         June 29, 1996
                                                      -------------         -------------
<S>                                                   <C>                   <C>
ASSETS
CURRENT ASSETS
   Cash & cash equivalents                            $       1,942         $       2,077
   Accounts receivable, less allowance of
       $415 at both dates                                    44,385                50,408
   Inventories--Note B                                       49,436                42,710
   Other current assets                                       2,743                 1,853
                                                      -------------         -------------
          TOTAL CURRENT ASSETS                               98,506                97,048

PROPERTY, PLANT AND EQUIPMENT                               236,056               233,694
   Less allowances for depreciation                         151,748               143,071
                                                      -------------         -------------
                                                             84,308                90,623
OTHER ASSETS                                                  2,120                 1,788
                                                      -------------         -------------
                                                      $     184,934         $     189,459
                                                      =============         =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                   $       7,440         $      15,880
   Accrued liabilities                                        7,052                 6,288
   Federal and State income taxes                                 0                   844
   Current portion of long-term debt
      and capital lease obligations                           3,024                 2,748
                                                      -------------         -------------
          TOTAL CURRENT LIABILITIES                          17,516                25,760

OBLIGATIONS UNDER CAPITAL LEASE -
   LESS CURRENT PORTION                                       1,294                 1,486

LONG-TERM DEBT                                               52,807                46,065

DEFERRED INCOME TAXES                                         6,874                 6,874

OTHER LIABILITIES                                               236                   204

SHAREHOLDERS' EQUITY
   Class A Common Stock--5,620,518 shares
      outstanding including 710,888 treasury shares at
      December 28, 1996 and 719,688 at June 29, 1996          5,621                 5,621
   Class B Common Stock--1,873,506 shares
      outstanding including 243,140 treasury shares           1,873                 1,873
   Additional paid-in capital                                 8,904                 8,904
   Retained earnings                                         95,229                98,092
                                                      -------------         -------------
                                                            111,627               114,490

Less treasury stock - at cost                                 5,420                 5,420
                                                      -------------         -------------
                                                            106,207               109,070
                                                      -------------         -------------
                                                      $     184,934         $     189,459
                                                      =============         =============
</TABLE>

NOTE:  The Balance Sheet at June 29, 1996 has been derived from the Audited
Financial Statements at that date.  See Note to Condensed Financial Statements.
<PAGE>   4

                    THOMASTON MILLS, INC. AND SUBSIDIARY
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (Dollars in Thousands except Share and Per Share Data)

                                      
<TABLE>
<CAPTION>
                                        Three Months Ended                  Six Months Ended
                                DEC. 28, 1996      Dec. 30, 1995     DEC. 28, 1996    Dec. 30, 1995
                               --------------      -------------   ----------------   ------------- 
<S>                            <C>                 <C>             <C>                <C>           
Net sales                      $       68,172      $      61,385   $        137,085   $     129,981 
Cost of sales                          63,518             57,244            128,367         119,246 
                               --------------      -------------   ----------------   ------------- 
                                        4,654              4,141              8,718          10,735 
                                                                                                    
Selling, general                                                                                    
   and administrative expenses          4,913              4,918             10,132          10,001 
                               --------------      -------------   ----------------   ------------- 
                                         (259)              (777)            (1,414)            734 
                                                                                                    
Other income (expense)-net                100                113                163             313 
                               --------------      -------------   ----------------   ------------- 
                                         (159)              (664)            (1,251)          1,047 
                                                                                                    
Interest expense                          957                791              1,786           1,566 
                               --------------      -------------   ----------------   ------------- 
                                                                                                    
Income (loss) before                                                                                
   income taxes                        (1,116)            (1,455)            (3,037)           (519)
                                                                                                    
Provision for income taxes                                                                          
   (benefit)                             (424)              (553)            (1,154)           (197)
                               --------------      -------------   ----------------   ------------- 

Net income (loss)              $         (692)     $        (902)            (1,883)           (322)
                               ==============      =============   ================   =============                            
                                                                                                    
                                                                                                    
                                                                                                    
AVERAGE NUMBER OF SHARES            6,547,579          6,537,196          6,546,744       6,536,603 
                                                                                                    
Data Per Share:                                                                                     
                                                                                                    
   Net income (loss)           $      (0.1100)     $     (0.1400)           (0.2900)        (0.0500)  
                                                                                                    
   Dividends paid              $       0.0750      $      0.0725             0.1500          0.1450       
</TABLE>
<PAGE>   5

                      THOMASTON MILLS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)



<TABLE>
<CAPTION>
                                             Six Months Ended          Six Months Ended
                                             December 28, 1996         December 30, 1995
                                            -------------------       ------------------
<S>                                         <C>                       <C>        
OPERATING ACTIVITIES
Net income (loss)                           $          (1,883)        $            (322)
Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
      Depreciation and amortization                     9,029                     8,361
      Loss (gain) on sale of property, plant
      and equipment                                       161                         7
Changes in operating assets and
   liabilities:
      Accounts receivable                               6,023                    11,727
      Inventories                                      (6,726)                   (5,070)
      Other assets                                     (1,221)                     (548)
      Accounts payable and accrued expenses            (8,112)                   (7,669)
                                            -----------------         -----------------
      NET CASH (USED IN) PROVIDED  BY
      OPERATING ACTIVITIES                             (2,729)                    6,486

INVESTING ACTIVITIES
Purchases of property, plant and equipment             (2,876)                   (7,085)
Decrease in unexpended construction funds                   0                     3,242
Proceeds from sales of property, plant
   and equipment                                            1                         0
                                            -----------------         -----------------
      NET CASH USED IN INVESTING
      ACTIVITIES                                       (2,875)                   (3,843)

FINANCING ACTIVITIES
Proceeds from revolving lines of credit
   and long-term debt                                  29,000                     2,000
Principal payments on revolving lines of
   credit, long-term debt and capital lease
   obligations                                        (22,550)                   (3,913)
Exercise of stock options                                   0                        54
Cash dividends paid                                      (981)                     (948)
                                            -----------------         -----------------
      NET CASH PROVIDED BY (USED IN)
      FINANCING ACTIVITIES                              5,469                    (2,807)
                                            -----------------         -----------------
      DECREASE IN CASH
      AND CASH EQUIVALENTS                               (135)                     (164)

Cash and cash equivalents at beginning
   of period                                            2,077                     1,544
                                            -----------------         -----------------
Cash and cash equivalents at end
   of period                                $           1,942         $           1,380
                                            =================         =================
</TABLE>







<PAGE>   6

THOMASTON MILLS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 28, 1996

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three month
period ended December 28, 1996 are not necessarily indicative of the results
that may be expected for the year ending June 28, 1997.  Certain Fiscal 1996
balances have been reclassified to conform with the Fiscal 1997
classifications.  For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report for
the year ended June 29, 1996.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
                             (Dollars in Thousands)
                    December 28, 1996       June 29, 1996
                   -------------------     ---------------
<S>                <C>                     <C>
Raw materials      $         9,782         $         9,978
Work in process             29,270                  21,776
Finished products           22,815                  24,037
LIFO reserve               (12,431)                (13,081)
                   ---------------         ---------------
                   $        49,436         $        42,710
                   ===============         ===============
</TABLE>




















<PAGE>   7

THOMASTON MILLS, INC. AND SUBSIDIARY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

Sales for the second fiscal quarter ended December 28, 1996 increased 11.1% to
$68,172,000 as compared to sales of $61,385,000 for the second quarter last
year.  For the first six months of fiscal year 1997, sales were $137,085,000,
which reflects a 5.5% increase over sales of $129,981,000 for the first six
months of fiscal year 1996.  Although each of the Company's product groups,
Consumer, Industrial and Apparel, experienced  sales increases for the quarter
and the first six months of fiscal year 1997, increased pressure on margins in
each of the markets served by the Company resulted in gross profit as a
percentage of sales remaining constant for the quarter and declining for the
six months.

Cost of goods sold remained steady at 93.2% of sales for the second quarter of
fiscal years 1997 and 1996.  For the first six months of fiscal year 1997, cost
of goods sold was 93.6% of sales as compared to cost of goods sold of 91.7% of
sales for the year - earlier period.  The increases in sales for the current
six months have resulted in some improvement in capacity utilization; however,
current sales levels do not allow for optimum usage of the Company's
manufacturing facilities.  Raw material prices have also improved slightly.

Gross profit for the second quarter of fiscal years 1997 and 1996 was 6.8% of
sales.  Increased sales were offset by increased cost of goods sold with profit
margins remaining constant.  Gross profit for the first six months of fiscal
year 1997 was 6.4% of sales as compared to 8.3% of sales for the first six
months of fiscal year 1996.

Selling, general and administrative expenses were $4,913,000 or 7.2% of sales
in second quarter and $10,132,000 or 7.4% of sales in the first six months of
fiscal year 1997.  Selling, general and administrative expenses for the second
quarter and first six months of fiscal year 1996 were $4,918,000 or 8.0% of
sales and $10,001,000 or 7.7% of sales respectively.  The Company strives to
maintain selling, general and administrative expenses at a low percentage of
sales ratio.

Other income was $100,000 in second quarter and $163,000 for the first six
months of fiscal year 1997 as compared to $113,000 in second quarter and
$313,000 for the first six months of fiscal year 1996.  Other income consists
primarily of interest earned and sales of miscellaneous obsolete equipment.

Interest expense increased $166,000 from $791,000 in second quarter fiscal year
1996 to $957,000 in second quarter fiscal year 1997.  For the first six months
of fiscal year 1997, interest expense was $1,786,000 as compared to $1,566,000
for the first six months last year.  This increase was primarily the result of
slightly higher interest rates and additional borrowings associated with the
Company's expansion of the Lakeside Comforter Plant and the addition of a new
Dye Range.
<PAGE>   8

Income tax expense (benefit) for the second quarter and first six months of
fiscal years 1997 and 1996 was 38% of taxable income (loss), which approximates
the statutory income tax rate for the tax jurisdictions in which the Company
operates.

The Company lost $692,000 or $.11 per share for the second quarter and
$1,883,000 or $.29 per share for the first six months of fiscal year 1997.  Net
loss for the comparable quarter and six months last year was $902,000 or $.14
per share and $322,000 or $.05 per share respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to maintain a strong financial position.  At December 28,
1996, working capital was $80,990,000 as compared to $70,235,000 at December
30, 1995.  The ratio of current assets to current liabilities was 5.62:1 at
December 28, 1996 and 5.24:1 at December 30, 1995.

Cash provided by financing activities totaling $5,469,000 was the principal
source of funds for the six months ended December 28, 1996.  The Company's
primary use of funds during the first six months of fiscal year 1997 was
$2,875,000 in purchases of property, plant and equipment and $2,729,000 in
operating activities.

During the first quarter of fiscal year 1997, the Company completed the
financing for an expansion of the Lakeside Comforter Plant and an addition of a
new Dye Range.  This project was begun in the fourth quarter of fiscal year
1996.  Financing is provided with $18,000,000 in taxable Industrial Revenue
Bonds issued through the Thomaston-Upson County Industrial Development
Authority.  These bonds will be retired over a fifteen year period with
interest only payable for the first three years.  Proceeds from the sale of the
bonds were applied to the Company's revolving credit facility until needed for
the project.

During the fourth quarter of fiscal year 1996, the Company revised and expanded
its revolving credit agreement which provides for unsecured borrowings of up to
$27,000,000.  At December 28, 1996, $10,500,000 was available under this
agreement.

The Company had capital expenditure commitments at December 28, 1996 for $8.0
million, primarily for machinery and equipment.  Management believes that cash
provided by operating activities and the revolving credit agreement will be
sufficient to finance capital requirements and operating needs of the Company
for fiscal 1997.

INVENTORIES

Inventories at December 28, 1996 and December 30, 1995 were $49,436,000 and
$44,736,000 respectively.  This increase in inventory is primarily the result
of a buildup in work in process inventory to cover future orders.  Total
inventory turnover on an average annualized rate were 5.2 turns for the first
six months of fiscal year 1997 and 5.3 turns for the first six months of fiscal
year 1996.

RAW MATERIALS

The Company's primary raw material is cotton.  As a commodity, cotton is traded
on established markets and periodically experiences price fluctuations.  The
Company
<PAGE>   9

monitors the cotton market and buys its cotton from brokers.  The Company has
not had and does not anticipate any material difficulty in obtaining cotton.

In order to assure a continuous supply of cotton, the Company enters into
cotton purchase contracts for several months in advance of delivery which
either provide for (1) fixed quantities to be purchased at a pre-determined
price, or (2) fixed quantities to be purchased at a price to be determined (at
a later date).  When the Company sells its product to its customers, the cost
of cotton under existing cotton purchase  contracts is taken into account in
calculating the price for the Company's product.  The Company generally
attempts to match product sales contracts with fixed price cotton purchase
contracts and uses market price cotton contracts to anticipate future needs and
subsequent product sales contracts.  To the extent prices are sometimes fixed
in advance of shipment, the Company may benefit from its cotton purchase
contracts, to the extent prices thereafter rise, or may incur increased cost,
to the extent prices thereafter fall.

GATT

In December 1993, 117 countries reached an agreement under the General
Agreement on Tariffs and Trade that would cover new areas of trade, further cut
tariffs and strengthen multilateral free-trade rules by creating a World Trade
Organization (WTO) as its successor.  This agreement was ratified by the United
States Congress and went into effect on July 1, 1995.  As part of this new
agreement, the Multifiber Arrangement (MFA) under which textile and apparel
trade had been controlled, will be phased out along with its import quotas over
a 10-year period.  Tariffs on textiles will be cut by an average of 11.6% over
10 years.  A weighted average tariff for products sold by Thomaston Mills, if
imported, would be cut by 8.8%.  Under the agreement, quotas on the least
sensitive import products will be phased out over the first five years and
quotas on the most sensitive import products will not be affected until the
latter part of the ten- year period.

The WTO agreement contains some provisions which may have a favorable impact on
the textile industry.  An assembly rule of origin amendment makes it illegal
for a non- WTO member country to assemble garments from pieces cut in a member
country and then export the garments as originating in the country where they
were cut.  Additionally, the agreement preserves the authority of the President
of the United States to control imports from non-WTO countries such as Taiwan
or China.

Although the WTO agreement may reduce the cost of certain imported textiles,
the Company believes that upgraded technology resulting in increased
productivity and lower costs will enable it to compete in a global market.
<PAGE>   10

PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

         (a)  As of December 28, 1996, there were no material pending legal
              proceedings, other than routine litigation incidental to its
              business, to which the Company was a party or to which any
              property of the Company was subject.  Such routine legal
              proceedings are not believed to be material to the Company.

         (b)  Not applicable

ITEM 2.  CHANGE IN SECURITIES

         (a)  (b)    Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         (a)  (b)    Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The election of directors and selection of Ernst & Young as the
         Company's independent auditors were approved by the holders of the
         Company's Class B Common Stock at the Annual Meeting of Shareholders
         held on October 3, 1996.  Set forth below are the results of the
         voting:


<TABLE>
<CAPTION>
                                VOTES             VOTES                         
                                FOR               AGAINST        ABSTENTIONS    
                                ---------         -------        -----------    
<S>                             <C>                  <C>              <C>       
ELECTION OF DIRECTORS                                                           
                                                                                
  Thomas D. Adams, Jr.          1,478,037              0              4,001     
  C. Ronald Barfield            1,478,037              0              4,001     
  Archie H. Davis               1,478,037              0              4,001     
  H. Stewart Davis              1,478,037              0              4,001     
  George H. Hightower           1,478,037              0              4,001     
  George H. Hightower, Jr.      1,478,037              0              4,001     
  Neil H. Hightower             1,478,037              0              4,001     
  William H. Hightower, Jr.     1,478,037              0              4,001     
  Rosser R. Raines              1,478,037              0              4,001     
  Dr. Jerry M. Williamson       1,478,037              0              4,001     
  Dom H. Wyant                  1,478,037              0              4,001     
                                                                                
SELECTION OF ERNST & YOUNG      1,478,191            336              3,161     
</TABLE>










         
<PAGE>   11

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              13.1   Quarterly Report to Shareholders dated December 28, 1996

              27.0   Financial Data Schedule (for SEC purposes only)

              99.1   Press Release

         (b)  The Company did not file any reports on Form 8-K during the three
              months ended December 28, 1996.
<PAGE>   12





                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      Thomaston Mills, Inc.



                                      /s/ Neil H. Hightower
                                      -----------------------------
                                      Neil H. Hightower
                                      President and Chief
Date:    February 11, 1997            Executive Officer
         -----------------

                                                                              
                                      /s/ Rosser R. Raines
                                      -----------------------------
                                      Rosser R. Raines
                                      Treasurer-Principal Financial
Date:    February 11, 1997            Officer
         -----------------