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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 April 3, 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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<S>                                                                                                      <C>
         115 East Main Street, P.O. Box 311 Thomaston, Georgia                                           30286-0004
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                      (Address of principal executive offices)                                           (Zip Code)
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       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
requirements for the past 90 days.

Yes    X             No
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This Form 10Q/A is being filed solely to file Exhibits 10.1 and 10.2 which were
not previously filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended April 3, 1999.

ITEM 1.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits:

                           10.1     Second Amendment to Credit and Security
                                    Agreement, dated as of April 1, 1999, by and
                                    among the Company, Thomaston Mills FSC,
                                    Inc., and the Lenders named therein.

                           10.2     Consent and Waiver No. 2 to Credit and
                                    Security Agreement, dated as of March 5,
                                    1999, by and among the Company, Thomaston
                                    Mills FSC, Inc., and the Lenders named
                                    therein.

                           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 April 3, 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
                                            -----------------------------------
                                            Neil H. Hightower
                                            President and Chief
                                            Executive Officer
Date:  May 28, 1999
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                                            /s/ A. William Ott
                                            -----------------------------------
                                            A. William Ott
                                            Treasurer and Chief
                                            Financial Officer
Date:  May 28, 1999
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