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                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.
                                      20549

                                  FORM 10-Q/A

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



For Quarter Ended January 2, 1999                    Commission File No. 0-1915



 THOMASTON MILLS, INC.
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            GEORGIA                                                 58-0460470
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 (State or other jurisdiction of                      (I.R.S. Employer Identification No.)
  incorporation or organization)
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         115 East Main Street,  P.O. Box 311   Thomaston, Georgia    30286-0004
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                  (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
         710,838 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
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PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  (a)      As of January 2, 1999 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

                  (a)      (b)      (c)     (d)      Not applicable.

ITEM 5.           OTHER INFORMATION

                  On October 22, 1998, the Company's Class B Common Stock began
                  trading on the Nasdaq Smallcap Market under the ticker symbol
                  TMSTB. The Class B Common Stock had previously traded on the
                  Nasdaq National Market, but no longer met certain of the
                  listing criteria, including the minimum public float
                  requirement. The Company's Class A Common Stock continues to
                  trade on the Nasdaq National Market under the symbol TMSTA.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits:

                           10.1     First Amendment to Credit and Security 
                                    Agreement, dated as of January 19, 1999, by
                                    and among the Company, Thomaston Mills FSC,
                                    Inc., and the Lenders named therein.+

                           10.2     Consent and Waiver No. 1 to the Credit and 
                                    Security Agreement, dated as of February 12,
                                    1999, by and among the Company, Thomaston
                                    Mills FSC, Inc., and the Lenders named
                                    therein.+

                           10.3     Amended and Restated Consent and Waiver
                                    No. 1 to the Credit and Security Agreement,
                                    as of February 16, 1999, by and among the
                                    Company, Thomaston Mills FSC, Inc., and the
                                    Lenders named therein.

                           13.1     Quarterly Report to Shareholders dated
                                    January 2, 1999.+

                           27.0     Financial Data Schedule (for SEC purposes
                                    only)+
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                  (b)      The Company did not file any reports on Form 8-K
                           during the three months ended January 2, 1999.


+ Previously filed.
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                                   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
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                                          Neil H. Hightower
                                          President and Chief
Date: March 4, 1999                       Executive Officer
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                                          /s/ A. William Ott
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                                          A. William Ott
                                          Treasurer and Chief
Date: March 4, 1999                       Financial Officer
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