<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 October 3, 1998           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    30286-0004
--------------------------------------------------------------------------------
               (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               
    -------                      -------


<PAGE>   2


                                      INDEX
                      THOMASTON MILLS, INC. AND SUBSIDIARY



PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed consolidated balance sheets -- October 3, 1998 and June 27,
         1998

         Condensed consolidated statements of operations -- fourteen weeks ended
         October 3, 1998 and thirteen weeks ended September 27, 1997.

         Condensed consolidated statements of cash flows -- fourteen weeks ended
         October 3, 1998 and thirteen weeks ended September 27, 1997.

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



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Change in Securities

Item 3.  Defaults upon Senior Securities

Item 4.  Submission of Matters to a 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>


                                                            October 3, 1998       June 27, 1998
                                                            ---------------       -------------
ASSETS                          
<S>                                                         <C>                   <C>    
CURRENT ASSETS                          
   Cash & cash equivalents                                        $     532            $  1,122
   Accounts receivable, less allowance of
     $871                                                            39,541              46,268
   Inventories--Note B                                               53,034              46,585
   Other current assets                                              12,918               8,832
                                                                  ---------            --------
          TOTAL CURRENT ASSETS                                      106,025             102,807

PROPERTY, PLANT AND EQUIPMENT                                       252,011             251,159
   Less allowance for depreciation                                  172,240             168,336
                                                                  ---------            --------
                                                                     79,771              82,823
OTHER ASSETS                                                          4,680               4,536
                                                                   --------            --------
                                                                  $ 190,476            $190,166
                                                                  =========            ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                               $  15,312            $ 11,805
   Accrued liabilities                                                7,765               8,101
   Current portion of long-term debt
      and capital lease obligations                                   2,039               2,648
                                                                  ---------            --------
          TOTAL CURRENT LIABILITIES                                  25,116              22,554

OBLIGATIONS UNDER CAPITAL LEASE -
   LESS CURRENT PORTION                                               1,270               1,361

LONG-TERM DEBT                                                       74,200              72,268

DEFERRED INCOME TAXES                                                 4,907               4,907

OTHER LIABILITIES                                                     3,005               2,861

SHAREHOLDERS' EQUITY
   Class A Common Stock--5,620,518 shares
     outstanding including 710,838 treasury shares                    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                                                 71,000              75,237

   Less treasury stock - at cost                                      5,420               5,420
                                                                  ---------            --------
                                                                     81,978              86,215
                                                                  ---------            --------
                                                                  $ 190,476            $190,166
                                                                  =========            ========
</TABLE>

NOTE: The Balance Sheet at June 27, 1998 has been
derived from the Audited Financial Statements at that
date. See Notes 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>

                                                      Fourteen Weeks         Thirteen Weeks
                                                          Ended                   Ended
                                                      October 3, 1998       September 27, 1997
                                                      ---------------       ------------------
<S>                                                   <C>                   <C>    
Net sales                                              $    60,988             $    73,212
Cost of sales                                               60,621                  71,305
                                                       -----------             -----------
                                                               367                   1,907

Selling, general
   and administrative expenses                               5,365                   5,154
                                                       -----------             -----------
                                                            (4,998)                 (3,247)

Other income (expense) - net                                   144                     103
                                                       -----------             -----------
                                                            (4,854)                 (3,144)

Interest expense                                             1,585                   1,327
                                                       -----------             -----------

Income (loss) before
   income taxes                                             (6,439)                 (4,471)

Provision for income taxes
   (benefit)                                                (2,447)                 (1,699)
                                                       -----------             -----------


Net income (loss)                                      $    (3,992)            $    (2,772)
                                                       ===========             ===========

Weighted Average Number of Shares - Basic                6,540,046               6,539,996
   Basic earnings (loss) per share                     $   (0.6100)            $   (0.4200)


Weighted Average Number of Shares - Diluted              6,540,046               6,539,996
   Diluted earnings (loss) per share                   $   (0.6100)            $   (0.4200)

Dividends paid per share                               $    0.0375             $    0.0750

</TABLE>




<PAGE>   5



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


<TABLE>
<CAPTION>

                                                     Fourteen Weeks       Thirteen Weeks
                                                         Ended                 Ended
                                                    October 3, 1998     September 27, 1997
                                                    ---------------     ------------------

OPERATING ACTIVITIES                                    
<S>                                                 <C>                 <C>    
Net income (loss)                                       $(3,992)            $(2,772)
Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
      Depreciation and amortization                       3,905               4,220
      Gain on sale of property, plant
      and equipment                                         (35)                  0
Changes in operating assets and liabilities:
      Accounts receivable                                 6,728                (782)
      Inventories                                        (6,449)             (2,981)
      Other assets                                       (4,230)             (1,959)
      Accounts payable and accrued expenses               3,685               3,566
                                                        -------             -------

      NET CASH USED IN
      OPERATING ACTIVITIES                                 (388)               (708)

INVESTING ACTIVITIES
Purchases of property, plant and equipment                 (852)             (3,534)
Proceeds from sales of property, plant
   and equipment                                             35                   1
                                                        -------             -------

      NET CASH USED IN INVESTING
      ACTIVITIES                                           (817)             (3,533)

FINANCING ACTIVITIES
Proceeds from revolving lines of credit
   and long-term debt                                     3,500               4,000
Principal payments on revolving lines of
   credit, long-term debt and capital lease
   obligations                                           (2,640)               (458)
Cash dividends paid                                        (245)               (491)
                                                        -------             -------


      NET CASH PROVIDED BY
      FINANCING ACTIVITIES                                  615               3,051
                                                        -------             -------

      DECREASE IN CASH
      AND CASH EQUIVALENTS                                 (590)             (1,190)

Cash and cash equivalents at beginning
   of period                                              1,122               1,886
                                                        -------             -------

Cash and cash equivalents at end
   of period                                            $   532             $   696
                                                        =======             =======
</TABLE>


<PAGE>   6


                      THOMASTON MILLS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 3, 1998

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 October 3,
1998 are not necessarily indicative of the results that may be expected for the
year ending July 3, 1999. Certain Fiscal 1998 balances have been reclassified to
conform with the Fiscal 1999 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 27, 1998.

NOTE B -- INVENTORIES

The components of inventory consist of the following:



<TABLE>
<CAPTION>
                                       (Dollars in Thousands)                  
                                October 3, 1998       June 27, 1998
                                ---------------       -------------
     <S>                        <C>                   <C>    
     Raw materials                $  7,456             $  7,569
     Work in process                34,116               29,525
     Finished products              23,058               21,631
     LIFO reserve                  (11,596)             (12,140)
                                  --------             -------- 
                                  $ 53,034             $ 46,585
                                  ========             ========
</TABLE>




<PAGE>   7


NOTE C -- NET INCOME (LOSS) PER COMMON SHARE

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings per Share" in its second quarter ended on December 27, 1997. SFAS No.
128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented and where necessary, restated
to conform to SFAS No. 128 requirements.

The following table sets forth the computation of the numerator and denominator
used in the calculation of basic and diluted earnings per share:

<TABLE>
<CAPTION>


                                                                      (Dollars in Thousands except Share and Per Share Date)

                                                                             Fourteen Weeks          Thirteen Weeks
                                                                                 Ended                   Ended
                                                                            October 3, 1998        September 27, 1997
                                                                            ---------------        ------------------

Numerator:                              
<S>                                                                         <C>                    <C>  
   Net income (loss) from continuing operations                               $    (3,992)            $    (2,772)
                                                                              -----------             -----------

Numerator for basic and diluted earnings (loss) per share                     $    (3,992)            $    (2,772)
                                                                              -----------             -----------

Denominator:
   Denominator for basic earnings (loss) per share -
   Weighted average shares                                                      6,540,046               6,539,996

   Dilutive effect of potential common shares -
   Employee stock options                                                             N/A                     N/A
                                                                              -----------             -----------

   Denominator for diluted earnings (loss) per share -
   adjusted weighted-average shares and
   assumed conversions                                                          6,540,046               6,539,996
                                                                              -----------             -----------


Basic earnings (loss) per share                                               $   (0.6100)            $   (0.4200)
                                                                              -----------             -----------

Diluted earnings (loss) per share                                             $   (0.6100)            $   (0.4200)
                                                                              -----------             -----------


Potentially dilutive common shares related to options outstanding:
   Not considered in calculation due to net loss                                      257                   1,744
                                                                              -----------             -----------

   Not considered in calculation due to average
   price of Company's common stock exceeding
   exercise price of options                                                      907,367                 578,220
                                                                              -----------             -----------
</TABLE>


<PAGE>   8


THOMASTON MILLS, INC. AND SUBSIDIARY

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

RESULTS OF OPERATIONS

Sales for the first fiscal quarter ended October 3, 1998 were down 16.7% to
$60,988,000 from first quarter sales last year of $73,212,000. Sales declined
across the board in each of the Company's markets; although, the largest
decreases were in the Consumer Products and Industrial areas. Continued
depressed market conditions in these areas resulted in less units sold along
with less sales dollars per unit being generated.

Cost of sales for the quarter just ended increased to 99.4% of sales or
$60,621,000. For the first quarter fiscal year 1998, cost of goods sold was
97.4% of sales or $71,305,000. Lower sales levels have caused the Company's
manufacturing facilities to operate at below optimum capacity levels. This low
capacity utilization and the resulting higher fixed costs per unit have offset
declines the Company has experienced in raw material costs.

Gross profit for the first quarter was 0.6% of sales as compared to 2.6% of
sales for the first quarter last year.

Selling, general and administrative expenses increased from $5,154,000 or 7.0%
of sales for first quarter fiscal year 1998 to $5,365,000 or 8.8% of sales for
first quarter 1999. This $211,000 increase is primarily the result of increased
design and artwork in the Consumer Products area.

Other income during the first quarter fiscal years 1999 and 1998 respectively
was $144,000 and $103,000. Other income relates to miscellaneous equipment sales
and interest earned on the Company's short-term investments of cash.

Interest expense increased $258,000 from $1,327,000 in first quarter fiscal year
1998 to $1,585,000 in first quarter fiscal year 1999. This increase was the
result of increased borrowings and higher interest rates under the Company's
various credit agreements.

The Company's pretax loss for first quarter 1999 resulted in an income tax
benefit of $2,447,000 or 38% of pretax loss. The statutory tax rate for the tax
jurisdictions in which the Company operates is 38%.

For first quarter fiscal year 1999, the Company sustained a loss of $3,992,000
or $ .61 per basic and diluted share as compared to a first quarter fiscal year
1998 net loss of $2,772,000 or $ .42 per basic and diluted share.


LIQUIDITY AND CAPITAL RESOURCES

The Company continues to maintain a strong financial position. At October 3,
1998, working capital was $80,909,000 as compared to $79,448,000 at September
27, 1997. The ratio of current assets to current liabilities was 4.22:1 at
October 3, 1998, and 3.56:1 at September 27, 1997.

<PAGE>   9

Financing activities provided cash flow of $615,000 during the quarter ended
October 3, 1998. The primary use of funds was $817,000 in net purchases of
property, plant and equipment. Operating activities used funds of $388,000.

On August 19, 1998, the Company entered into a new two-year credit agreement
with a group of banks for borrowings up to $80,250,000 including a revolving
credit facility up to $45,000,000, a term loan of $18,000,000 and standby
letters of credit of $17,250,000. Proceeds from this credit agreement were used
to refinance the Company's revolving credit facility, a long-term note payable
due March 2001 in the amount of $2,150,000 and a portion of the Industrial
Revenue Bonds existing at June 27, 1998. Standby letters of credit were issued
to provide credit enhancement of other credit facilities existing at June 27,
1998. Borrowings under this credit agreement are secured by all assets and
properties (excluding real estate) of the Company. The borrowings available
under the revolving credit facility are based on the amount of eligible trade
accounts receivable and inventories. At October 3, 1998, the Company had the
ability to borrow up to an additional $1,010,000 under the revolving credit
facility. The interest rate on borrowings under this line is based on the prime
interest rate or the London interbank offered rate (LIBOR). The Company pays
facility fees on the unused portions of the committed credit line.

The credit agreement contains various restrictions relating to, among other
things, net working capital, minimum cumulative earnings before interest, taxes,
depreciation and amortization (EBITDA), and debt to equity ratios. Also included
are certain restrictions on capital expenditures and the amount of cash
dividends that may be paid. During the first quarter of fiscal 1999, the Company
failed to attain the minimum cumulative EBITDA; however, the Company's lenders
waived the minimum cumulative EBITDA requirement for the first quarter of fiscal
1999.

ORGANIZATIONAL CHANGES

On September 16, 1998, the Company announced its plans to close its Griffin,
Georgia, yarn facility and to transfer its production to other Company
facilities. The consolidation of the Company's yarn production at one plant is
designed to improve manufacturing capacity utilization. All employees at the
Griffin plant will be offered transfers to other Company facilities. Plans are
for the Griffin facility to be closed by mid November 1998, and for the facility
to be offered for sale.

The Company is reorganizing along division lines and, effective October 16,
1998, H. Stewart Davis was elected Executive Vice President of the Company and
President - Consumer Products Division and George H. Hightower, Jr. was elected
Executive Vice President of the Company and President - Apparel Fabrics
Division. Mr. Neil H. Hightower, President and CEO, also announced that William
James joined the Company as Director of Operations Planning and Control.

INVENTORIES

Inventories at October 3, 1998, and September 27, 1997, were $53,034,000 and
$51,710,000, respectively. Total inventory turns on an average annualized rate
were 4.6 times for first quarter 1999 and 5.5 times for first quarter 1998. 

<PAGE>   10

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 monitors the cotton market and buys its cotton from brokers. The Company
has not had and does not currently 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 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 ten-year period. Tariffs on textiles will be cut by an average of 11.6% over
ten 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.

RATTLERS BRAND

In January 1998, the Company entered into a license agreement by which it agreed
to license (with an option to purchase) its Rattlers Brand trademark. Under this
agreement, the Company will be paid a royalty for sales of products using the
Rattlers Brand trademark. The agreement is for a term of twelve years and
includes provisions for minimum annual royalty payments.


<PAGE>   11

YEAR 2000

The Company is committed to being Year 2000 compliant by December 31, 1998. A
task force was formed two years ago with representatives from data processing,
greige manufacturing, finishing, purchasing, accounting and internal audit. The
company-wide endeavor, which involves the testing, assessment and remediation of
both information technology and non-information technology systems, is designed
to significantly reduce the risk of business interruption to Thomaston Mills'
internal operations, business partners, customers, and suppliers as the next
century approaches.

The millennium issue is being addressed on two fronts:

Internal - most internally developed systems have been rewritten since 1990.
Beginning in 1991, a standard feature incorporated into all rewrites was a four
digit year capability. Intensive review modification and testing of all internal
programs began in January 1998. As of October 3, 1998, the work was
approximately 85% complete. As testing of the systems continues, the Company
will determine whether contingency plans must be developed and implemented to
address any system failures or interruptions. Testing is scheduled to be
completed prior to the end of the second quarter of fiscal 1999.

External - the Company has inventoried all equipment in use within the Company
that contains a computer chip or uses externally developed software. The
manufacturers are being contacted for Year 2000 compliance certification. The
Company's customers and vendors are also being contacted for written Year 2000
assurance. As of October 3, 1998, approximately one half of those customers and
business partners contacted have responded and, to date, the Company has not
been informed of any external systems or equipment with a Year 2000 compliance
issue that could materially impair the Company's business, financial condition
or results of operations. However, the Company has no means of ensuring that
such external systems or equipment will not encounter compliance problems. The
Company will continue to monitor the progress of its material vendors, partners
and customers in addressing those issues, and will develop contingency plans if
potential problems are identified.

Anticipated costs for the compliance effort total $450,000, most of which has
been incurred and expensed. To date, the Company's review has not revealed any
significant problems that are expected to require further remediation relative
to the year 2000 issue; however, there can be no assurance that the Company's
systems or equipment, or those of its vendors, customers or other third parties,
will be made Year 2000 compliant in a timely manner or that the impact of the
failure to achieve such compliance will not have a material adverse effect on
the Company's business, financial condition or results of operations.
 
FORWARD-LOOKING STATEMENTS

Certain of the above statements contained herein under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1996. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, business conditions, volatility of commodities markets, ability to
control operating costs, developing successful new products and maintaining
effective pricing and promotion of its products.


<PAGE>   12


PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

         (a)      As of October 3, 1998, 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 1, 1998. Set forth below are the
         results of the voting:


<TABLE>
<CAPTION>

                               Votes               Votes                           
                                For               Against           Abstentions     Withheld
                             --------             -------           -----------     --------

Election of Directors                                                   
<S>                          <C>                  <C>               <C>             <C> 
Thomas D. Adams, Jr.         1,501,970               0               11,779          8,500
C. Ronald Barfield           1,501,970               0               11,779          8,500
Archie H. Davis              1,509,470               0               11,779          1,000
H. Stewart Davis             1,509,470               0               11,779          1,000
George H. Hightower          1,501,970               0               11,779          8,500
George H. Hightower, Jr.     1,509,470               0               11,779          1,000
Neil H. Hightower            1,509,470               0               11,779          1,000
William H. Hightower, Jr.    1,501,970               0               11,779          8,500
Rosser R. Raines             1,501,970               0               11,779          8,500
Dr. Jerry M. Williamson      1,509,470               0               11,779          1,000
Dom H. Wyant                 1,501,970               0               11,779          8,500


SELECTION OF ERNST & YOUNG   1,514,413            7,836                  66              0
</TABLE>






<PAGE>   13
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     Credit and Security Agreement, dated as of August 19,
                           1998, among the Company, Thomaston Mills FSC, Inc.,
                           as Guarantor, and the Lenders named therein.

                  13.1     Quarterly Report to Shareholders dated October 3,
                           1998.

                  27.0     Financial Data Schedule (for SEC purposes only)

         (b)      The Company did not file any reports on Form 8-K during the
                  three months ended October 3, 1998.


<PAGE>   14






                                   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: November 16, 1998                        Executive Officer
     --------------------



                                               /s/ A. William Ott
                                               ---------------------------------
                                               A. William Ott
                                               Treasurer and Chief
Date: November 16, 1998                        Financial Officer
     --------------------