[DESCRIPTION]FORM S-8
<PAGE>

     As filed with the Securities and Exchange Commission on June 11, 1996

                                                 Registration No. 33-___________
   
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8 
                          REGISTRATION STATEMENT UNDER 
                           THE SECURITIES ACT OF 1933

                             ---------------------

                             CALLAWAY GOLF COMPANY
             (Exact name of Registrant as specified in its charter)
                                
                              2285 Rutherford Road
                        Carlsbad, California  92008-8815
                   (Address of principal executive offices)
                                
             CALIFORNIA                                95-3797580
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)
                                
                            ---------------------

                            1996 STOCK OPTION PLAN
                           (Full title of the plan)
                    
                             DONALD. H. DYE, ESQ.
                                  President
                          and Chief Executive Officer
                             2285 Rutherford Road
                        Carlsbad, California  92008-8815
                                (619) 931-1771
                        (Name, address, and telephone number,
                     including area code, of agent for service)
                                
                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                             
                                 Proposed        Proposed
                                 Maximum         Maximum
Title of            Amount       Offering        Aggregate      Amount of
Securities          to be        Price Per       Offering       Registration
to be Registered    Registered   Share (2)       Price (2)      Fee
- --------------------------------------------------------------------------------

<S>                 <C>          <C>             <C>            <C>

Common Stock        2,000,000     $30.19          $60,380,000    $20,820.69
$.01 par value(1)   shares(1)  
- --------------------------------------------------------------------------------

</TABLE>
                               
(1) Each share of Common Stock includes a Right to purchase one 
    one-thousandth of a share of the Company's Series A
    Junior Participating Preferred Stock, par value $.01 per share.

(2) Estimated solely for purposes of determining the registration fee 
    pursuant to Rule 457(h) and based on the average of the high and 
    low prices of the Common Stock of Callaway Golf Company as reported 
    on June 5, 1996 on the New York Stock Exchange.
================================================================================

<PAGE>
                                  INTRODUCTION

     This Registration Statement on Form S-8 is filed by Callaway Golf Company 
(the "Company") relating to 2,000,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable to employees of 
the Company under the Callaway Golf Company 1996 Stock Option Plan 
(the "Plan").
 
                                     PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
- ----------------------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
- -----------------------------------------------------------------------





*    Information required by Part I of Form S-8 to be contained in the Section 
     10(a) prospectus is omitted from this Registration Statement in 
     accordance with Rule 428 under the Securities Act of 1933, as 
     amended (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
- --------------------------------------------------

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are 
incorporated herein by reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1995;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996; 

          (c)  The description of the Company's Common Stock contained in 
               the Company's Registration Statement on Form S-1 
               (Registration No. 33-53732), including any amendment or 
               report filed for the purpose of updating such description; and
 
          (d)  The description of the Company's Rights contained in the 
               Company's Registration Statement on Form 8-A filed on 
               June 27, 1995, including any amendment or report filed for 
               the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 14 
and 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), subsequent to the date of this Registration Statement 
and prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or that deregisters 
all securities then remaining unsold shall be deemed to be incorporated 
by reference herein and to be a part hereof from the date of filing
of such documents.

     For purposes of this Registration Statement, any statement contained in a 
document incorporated or deemed to be incorporated herein by reference 
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is 
or is deemed to be incorporated herein by reference modifies or supersedes 
such statement in such document.  Any statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute 
a part of this Registration Statement.

Item 4.  Description of Securities.
- -----------------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- ------------------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
- ---------------------------------------------------

     Under Section 317 of the California General Corporation Law 
(the "CGCL"), the Company is, in certain circumstances, permitted to 
indemnify its directors and officers against certain expenses (including 
attorneys' fees), judgments, fines, settlements and other amounts actually 
and reasonably incurred in connection with threatened, pending or completed
civil, criminal, administrative or investigative actions or proceedings 
(other than an action by or in the right of the Company), by reason of the 
fact that such persons were or are directors or officers of the Company, 
if such persons acted in good faith and in a manner they reasonably believed
to be in the best interest of the Company, and with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  In addition, the Company is in certain circumstances 
permitted to indemnify its directors and officers who were or are parties 
or were threatened to be made parties to any threatened, pending
or completed action by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such persons are or were directors
or officers of the Company, against expenses actually and reasonably 
incurred by such persons in connection with the defense or settlement of 
the action, if such persons acted in good faith and in a manner they 
believed to be in the best interests of the Company and its shareholders.

     As permitted by the CGCL, the Amended and Restated Articles of 
Incorporation of the Company provide that the Company is authorized to 
provide indemnification of its officers and directors for breach of duty 
to the Company and its shareholders through Bylaw provisions or through
agreements with the directors or officers, or both, in excess of the 
indemnification otherwise permitted by Section 317 of the CGCL, subject 
to the limits on such excess indemnification set forth in Section
204 of the CGCL.

     Under Section 204(a)(10) of the CGCL, the personal liability of a 
director for monetary damages in an action brought by or in the right of 
the corporation for breach of the director's duty to the corporation may 
be eliminated, except for the liability of a director resulting from acts 
or omissions involving intentional misconduct or a knowing and culpable
violation of the law, acts or omissions that a director believes to be 
contrary to the best interests of the corporation or its shareholders or 
that involve the absence of good faith, any transaction from which a director 
derived an improper personal benefit, acts or omissions showing a reckless 
disregard for the director's duty, acts or omissions constituting
an unexcused pattern of inattention to the director's duty, or the 
making of an illegal distribution to shareholders or an illegal loan or 
guaranty.

     As permitted by the CGCL, the Company's Amended and Restated Articles of
Incorporation provide that the liability of directors for monetary damages 
shall be eliminated to the fullest extent permissible under California law.

     The Company's Bylaws provide that the Company shall indemnify and hold 
harmless any person who is or was a director or officer of the Company, or 
is or was serving at the request of the Board of Directors of the Company 
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or other persons serving the Company 
subject to limitations imposed by applicable law, from and against any 
expenses, judgments, fines, settlements, and other amounts actually and 
reasonably incurred in connection with any threatened, pending or completed 
action or proceeding, whether civil, criminal, administrative or 
investigative to the fullest extent permitted by applicable law.  The 
Company's Bylaws further provide that the Company shall advance to such
persons expenses incurred in defending any proceeding prior to the final 
disposition thereof to the fullest extent and in the manner permitted by the
law.

     The Company's Bylaws provide that indemnification provided for in the 
Bylaws shall not be deemed exclusive of any other rights to which the 
indemnified party may be entitled and that the Company may purchase and 
maintain insurance on behalf of an agent of the Company against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the 
Company would have the power to indemnify him or her against such 
liabilities under such Bylaws.

     The Company has entered into Indemnification Agreements with its outside
directors. These Indemnification Agreements require the Company to indemnify
each outside director if he or she is or was a party or other participant 
in any suit or proceeding individually or in the right of the Company or 
any subsidiary of the Company, by reason of (a) the fact that such outside 
director is or was a director of the Company or any subsidiary, (b) any 
action or inaction on the part of such outside director while a director 
of the Company or any subsidiary, and/or (c) the fact that such outside 
director is or was serving at the request of the Company as a director, 
officer, employee or agent of another corporation or other enterprise.  
The indemnification extends to all expenses, liabilities, judgments,
fines and amounts paid in settlement actually and reasonably incurred by 
the outside director in connection with such action, suit or proceeding if 
the outside director acted in good faith and in a manner he or she 
reasonably believed to be in the best interests of the Company and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe that his or her conduct was unlawful.  The Indemnification 
Agreements require that, to the extent that the outside director has
been successful on the merits or otherwise in defense of any such action, 
suit or proceeding, the Company indemnify such outside director against 
expenses actually and reasonably incurred by him or her in connection 
therewith.  The Company must further advance, within 30 days of a written 
request, all expenses incurred by the outside director in connection with 
the investigation, defense, settlement or appeal of any such action or 
proceeding; provided, however, that the outside director must repay
such amounts advanced if it is ultimately determined that he or she is not 
entitled to be indemnified by the Company. Under the Indemnification 
Agreements, the outside directors are permitted to petition the court to 
seek recovery of amounts due under the Indemnification Agreements and to 
recover the expenses of seeking such recovery if he or she is successful.  
The Indemnification Agreements also provide that the Company will indemnify 
the outside directors to the fullest extent permitted by law.  Absent the 
Indemnification Agreements, indemnification that might be made available 
to outside directors could be changed by amendments to the Company's 
Amended and Restated Articles of Incorporation or Bylaws.  Benefits under 
the Indemnification Agreements are not available, however, to indemnify an 
outside director (a) with respect to proceedings or claims initiated by the 
outside director that are not by way of defense (unless authorized by the 
Board of Directors); (b) with respect to liability for transactions from 
which the outside director derived an improper personal benefit; (c) if the 
outside director is determined to have committed acts of active and 
deliberate dishonesty; (d) for expenses or liabilities that have been paid 
to the outside director under an insurance policy maintained by the



Company or otherwise by any other means; or (e) for an accounting of 
profits realized from the purchase and sale of securities within the 
meaning of Section 16(b) of the Securities Exchange Act of 1934.

Item 7.  Exemption from Registration Claimed.
- ---------------------------------------------

     Not applicable.

Item 8.  Exhibits.
- ------------------

   Exhibit Number                            Description
   --------------                            -----------

         4.1   Restated Articles of Incorporation of the Company (filed as an 
               exhibit to the Company's Registration Statement on Form S-8 
               (No. 33-85692) and incorporated herein by this reference)

         4.2   Certificate of Amendment of Articles of Incorporation of the 
               Company, effective February 10, 1995 (filed as an exhibit to 
               the Company's Annual Report on Form 10-K for the year ended 
               December 31, 1994, and incorporated herein by this reference)

         4.3   Bylaws of the Company, as amended May 10, 1996 

         4.4   Certificate of Determination of Rights, Preferences, Privileges 
               and Restrictions of Series A Junior Participating Preferred 
               Stock (filed as an exhibit to the Company's Quarterly Report 
               on Form 10-Q for the quarter ended June 30, 1995, and 
               incorporated herein by this reference)

         4.5   Rights Agreement by and between the Company and Chemical 
               Mellon Shareholder Services, as Rights Agent, dated as of 
               June 21, 1995 (filed as an exhibit to the Company's Quarterly 
               Report on Form 10-Q for the quarter ended June 30, 1995, and 
               incorporated herein by this reference)

         4.6   Dividend Reinvestment and Stock Purchase Plan (filed as the
               Prospectus in the Company's Registration Statement on Form S-3 
               (No. 33-77024) and incorporated herein by this reference)

          5    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
               the securities being registered      

          23.1 Consent of Price Waterhouse LLP, independent accountants
               23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in 
               Exhibit 5 hereto)

          24   Power of Attorney (contained on signature page hereto)

Item 9.  Undertakings.
- ----------------------

         (a)     The undersigned registrant hereby undertakes:

                 (1)     To file, during any period in which offers or sales 
are being made, a post-effective amendment to this Registration Statement;

                        (i)     To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                        (ii)    To reflect in the prospectus any facts or 
events arising after the effective date of the Registration Statement (or the 
most recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in 
the Registration Statement;

                        (iii)    To include any material information with 
respect to the plan of distribution not previously disclosed in the 
Registration Statement or any material change to such information in the 
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.

                 (2)     That, for the purpose of determining any liability 
under the Securities Act of 1933 each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

                 (3)     To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold 
at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where 
applicable, each filing of an employee benefit plan's annual report pursuant 
to Section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in the Registration Statement shall be deemed to be 
a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such indemnification by it 
is against public policy as expressed in the Act and will be governed by a 
final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carlsbad, State of California, on June 3, 1996.

CALLAWAY GOLF COMPANY

By:  /s/ Donald H. Dye  
     ---------------------------------------
     Donald H. Dye, Chief Executive Officer

<PAGE>

                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints 
DONALD H. DYE, DAVID RANE and STEVEN C. McCRACKEN his true and lawful 
attorneys-in-fact and agents, each acting alone, with full powers of 
substitution and resubstitution, for him and in his name, place and
stead, at any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, each acting alone, with full powers and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming 
that all said attorneys-in-fact and agents, each acting alone, or his 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the date indicated.


Signature                   Title                           Date
- ---------                   -----                           ----

/s/ Ely Callaway            Director, Chairman of the       June 3, 1996
- -------------------------   Board of Directors
Ely Callaway

/s/ Donald H. Dye           Chief Executive Officer,        June 3, 1996
- -------------------------   President, Chief Operating
Donald H. Dye               Officer and Director
                            (Principal Executive Officer)

/s/ David Rane              Executive Vice President and    June 3, 1996
- -------------------------   Chief Financial Officer
David Rane                  (Principal Financial and
                            Accounting Officer)

/s/ Frederick R. Port       Director and Executive          June 3, 1996
- -------------------------   Vice President, International
Frederick R. Port           Sales, Licensing and
                            Business Development

/s/ Michael Sherwin         Director                        June 3, 1996
- -------------------------
Michael Sherwin

/s/ William C. Baker        Director                        June 3, 1996
- -------------------------
William C. Baker

/s/ Richard Rosenfield      Director                        June 3, 1996
- -------------------------
Richard Rosenfield

<PAGE>

                              INDEX TO EXHIBITS
                              -----------------


                                                             Sequentially
                                                               Numbered
Exhibit No.                      Description                     Page
- -----------                      -----------                     ----

4.1                Restated Articles of Incorporation of           *
                   the Company 

4.2                Certificate of Amendment of Articles of         *
                   Incorporation of the Company, effective 
                   February 10, 1995

4.3                Bylaws of the Company, as amended May 10, 1996

4.4                Certificate of Determination of Rights,         *
                   Preferences, Privileges and Restrictions 
                   of Series A Junior Participating Preferred 
                   Stock 

4.5                Rights Agreement by and between the Company     *
                   and Chemical Mellon Shareholder Services, as 
                   Rights Agent, dated as of June 21, 1995

4.6                Dividend Reinvestment and Stock Purchase Plan   *

5                  Opinion of Gibson, Dunn & Crutcher LLP as to 
                   legality of the securities being registered    

23.1               Consent of Price Waterhouse LLP, independent   
                   accountants 

23.2               Consent of Gibson, Dunn & Crutcher LLP         
                   (contained in Exhibit 5 hereto)                

24                 Power of Attorney (contained on signature      
                   page hereof)

               
*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25736}]
{"company-data": {"conformed-name": "CALLAWAY GOLF CO /CA", "cik": "0000837465", "assigned-sic": "3949", "irs-number": "953797580", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05719", "film-number": "96579563"}, "business-address": {"street1": "2285 RUTHERFORD RD", "city": "CARLSBAD", "state": "CA", "zip": "92008", "phone": "6199311771"}}
[DESCRIPTION]FORM S-8
As filed with the Securities and Exchange Commission on June 11, 1996

                                                 Registration No. 33-___________
   
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             ---------------------

                                    FORM S-8 
                          REGISTRATION STATEMENT UNDER 
                           THE SECURITIES ACT OF 1933

                             ---------------------

                             CALLAWAY GOLF COMPANY
             (Exact name of Registrant as specified in its charter)
                                
                              2285 Rutherford Road
                        Carlsbad, California  92008-8815
                   (Address of principal executive offices)
                                
             CALIFORNIA                                95-3797580
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)
                                
                            ---------------------

                            1996 STOCK OPTION PLAN
                           (Full title of the plan)
                    
                             DONALD. H. DYE, ESQ.
                                  President
                          and Chief Executive Officer
                             2285 Rutherford Road
                        Carlsbad, California  92008-8815
                                (619) 931-1771
                        (Name, address, and telephone number,
                     including area code, of agent for service)
                                
                          CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                             
                                 Proposed        Proposed
                                 Maximum         Maximum
Title of            Amount       Offering        Aggregate      Amount of
Securities          to be        Price Per       Offering       Registration
to be Registered    Registered   Share (2)       Price (2)      Fee
- --------------------------------------------------------------------------------
Common Stock        2,000,000     $30.19          $60,380,000    $20,820.69
$.01 par value(1)   shares(1)  
- --------------------------------------------------------------------------------
(1) Each share of Common Stock includes a Right to purchase one 
    one-thousandth of a share of the Company's Series A
    Junior Participating Preferred Stock, par value $.01 per share.

(2) Estimated solely for purposes of determining the registration fee 
    pursuant to Rule 457(h) and based on the average of the high and 
    low prices of the Common Stock of Callaway Golf Company as reported 
    on June 5, 1996 on the New York Stock Exchange.
================================================================================
INTRODUCTION

     This Registration Statement on Form S-8 is filed by Callaway Golf Company 
(the "Company") relating to 2,000,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable to employees of 
the Company under the Callaway Golf Company 1996 Stock Option Plan 
(the "Plan").
 
                                     PART I
               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
- ----------------------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
- -----------------------------------------------------------------------

*    Information required by Part I of Form S-8 to be contained in the Section 
     10(a) prospectus is omitted from this Registration Statement in 
     accordance with Rule 428 under the Securities Act of 1933, as 
     amended (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
- --------------------------------------------------

     The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are 
incorporated herein by reference and made a part hereof:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1995;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1996; 

          (c)  The description of the Company's Common Stock contained in 
               the Company's Registration Statement on Form S-1 
               (Registration No. 33-53732), including any amendment or 
               report filed for the purpose of updating such description; and
 
          (d)  The description of the Company's Rights contained in the 
               Company's Registration Statement on Form 8-A filed on 
               June 27, 1995, including any amendment or report filed for 
               the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 14 
and 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), subsequent to the date of this Registration Statement 
and prior to the filing of a post-effective amendment hereto that indicates
that all securities offered hereunder have been sold or that deregisters 
all securities then remaining unsold shall be deemed to be incorporated 
by reference herein and to be a part hereof from the date of filing
of such documents.

     For purposes of this Registration Statement, any statement contained in a 
document incorporated or deemed to be incorporated herein by reference 
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is 
or is deemed to be incorporated herein by reference modifies or supersedes 
such statement in such document.  Any statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute 
a part of this Registration Statement.

Item 4.  Description of Securities.
- -----------------------------------

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.
- ------------------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
- ---------------------------------------------------

     Under Section 317 of the California General Corporation Law 
(the "CGCL"), the Company is, in certain circumstances, permitted to 
indemnify its directors and officers against certain expenses (including 
attorneys' fees), judgments, fines, settlements and other amounts actually 
and reasonably incurred in connection with threatened, pending or completed
civil, criminal, administrative or investigative actions or proceedings 
(other than an action by or in the right of the Company), by reason of the 
fact that such persons were or are directors or officers of the Company, 
if such persons acted in good faith and in a manner they reasonably believed
to be in the best interest of the Company, and with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  In addition, the Company is in certain circumstances 
permitted to indemnify its directors and officers who were or are parties 
or were threatened to be made parties to any threatened, pending
or completed action by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such persons are or were directors
or officers of the Company, against expenses actually and reasonably 
incurred by such persons in connection with the defense or settlement of 
the action, if such persons acted in good faith and in a manner they 
believed to be in the best interests of the Company and its shareholders.

     As permitted by the CGCL, the Amended and Restated Articles of 
Incorporation of the Company provide that the Company is authorized to 
provide indemnification of its officers and directors for breach of duty 
to the Company and its shareholders through Bylaw provisions or through
agreements with the directors or officers, or both, in excess of the 
indemnification otherwise permitted by Section 317 of the CGCL, subject 
to the limits on such excess indemnification set forth in Section
204 of the CGCL.

     Under Section 204(a)(10) of the CGCL, the personal liability of a 
director for monetary damages in an action brought by or in the right of 
the corporation for breach of the director's duty to the corporation may 
be eliminated, except for the liability of a director resulting from acts 
or omissions involving intentional misconduct or a knowing and culpable
violation of the law, acts or omissions that a director believes to be 
contrary to the best interests of the corporation or its shareholders or 
that involve the absence of good faith, any transaction from which a director 
derived an improper personal benefit, acts or omissions showing a reckless 
disregard for the director's duty, acts or omissions constituting
an unexcused pattern of inattention to the director's duty, or the 
making of an illegal distribution to shareholders or an illegal loan or 
guaranty.

     As permitted by the CGCL, the Company's Amended and Restated Articles of
Incorporation provide that the liability of directors for monetary damages 
shall be eliminated to the fullest extent permissible under California law.

     The Company's Bylaws provide that the Company shall indemnify and hold 
harmless any person who is or was a director or officer of the Company, or 
is or was serving at the request of the Board of Directors of the Company 
as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or other persons serving the Company 
subject to limitations imposed by applicable law, from and against any 
expenses, judgments, fines, settlements, and other amounts actually and 
reasonably incurred in connection with any threatened, pending or completed 
action or proceeding, whether civil, criminal, administrative or 
investigative to the fullest extent permitted by applicable law.  The 
Company's Bylaws further provide that the Company shall advance to such
persons expenses incurred in defending any proceeding prior to the final 
disposition thereof to the fullest extent and in the manner permitted by the
law.

     The Company's Bylaws provide that indemnification provided for in the 
Bylaws shall not be deemed exclusive of any other rights to which the 
indemnified party may be entitled and that the Company may purchase and 
maintain insurance on behalf of an agent of the Company against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such, whether or not the 
Company would have the power to indemnify him or her against such 
liabilities under such Bylaws.

     The Company has entered into Indemnification Agreements with its outside
directors. These Indemnification Agreements require the Company to indemnify
each outside director if he or she is or was a party or other participant 
in any suit or proceeding individually or in the right of the Company or 
any subsidiary of the Company, by reason of (a) the fact that such outside 
director is or was a director of the Company or any subsidiary, (b) any 
action or inaction on the part of such outside director while a director 
of the Company or any subsidiary, and/or (c) the fact that such outside 
director is or was serving at the request of the Company as a director, 
officer, employee or agent of another corporation or other enterprise.  
The indemnification extends to all expenses, liabilities, judgments,
fines and amounts paid in settlement actually and reasonably incurred by 
the outside director in connection with such action, suit or proceeding if 
the outside director acted in good faith and in a manner he or she 
reasonably believed to be in the best interests of the Company and, with 
respect to any criminal action or proceeding, had no reasonable cause to 
believe that his or her conduct was unlawful.  The Indemnification 
Agreements require that, to the extent that the outside director has
been successful on the merits or otherwise in defense of any such action, 
suit or proceeding, the Company indemnify such outside director against 
expenses actually and reasonably incurred by him or her in connection 
therewith.  The Company must further advance, within 30 days of a written 
request, all expenses incurred by the outside director in connection with 
the investigation, defense, settlement or appeal of any such action or 
proceeding; provided, however, that the outside director must repay
such amounts advanced if it is ultimately determined that he or she is not 
entitled to be indemnified by the Company. Under the Indemnification 
Agreements, the outside directors are permitted to petition the court to 
seek recovery of amounts due under the Indemnification Agreements and to 
recover the expenses of seeking such recovery if he or she is successful.  
The Indemnification Agreements also provide that the Company will indemnify 
the outside directors to the fullest extent permitted by law.  Absent the 
Indemnification Agreements, indemnification that might be made available 
to outside directors could be changed by amendments to the Company's 
Amended and Restated Articles of Incorporation or Bylaws.  Benefits under 
the Indemnification Agreements are not available, however, to indemnify an 
outside director (a) with respect to proceedings or claims initiated by the 
outside director that are not by way of defense (unless authorized by the 
Board of Directors); (b) with respect to liability for transactions from 
which the outside director derived an improper personal benefit; (c) if the 
outside director is determined to have committed acts of active and 
deliberate dishonesty; (d) for expenses or liabilities that have been paid 
to the outside director under an insurance policy maintained by the

Company or otherwise by any other means; or (e) for an accounting of 
profits realized from the purchase and sale of securities within the 
meaning of Section 16(b) of the Securities Exchange Act of 1934.

Item 7.  Exemption from Registration Claimed.
- ---------------------------------------------

     Not applicable.

Item 8.  Exhibits.
- ------------------

   Exhibit Number                            Description
   --------------                            -----------

         4.1   Restated Articles of Incorporation of the Company (filed as an 
               exhibit to the Company's Registration Statement on Form S-8 
               (No. 33-85692) and incorporated herein by this reference)

         4.2   Certificate of Amendment of Articles of Incorporation of the 
               Company, effective February 10, 1995 (filed as an exhibit to 
               the Company's Annual Report on Form 10-K for the year ended 
               December 31, 1994, and incorporated herein by this reference)

         4.3   Bylaws of the Company, as amended May 10, 1996 

         4.4   Certificate of Determination of Rights, Preferences, Privileges 
               and Restrictions of Series A Junior Participating Preferred 
               Stock (filed as an exhibit to the Company's Quarterly Report 
               on Form 10-Q for the quarter ended June 30, 1995, and 
               incorporated herein by this reference)

         4.5   Rights Agreement by and between the Company and Chemical 
               Mellon Shareholder Services, as Rights Agent, dated as of 
               June 21, 1995 (filed as an exhibit to the Company's Quarterly 
               Report on Form 10-Q for the quarter ended June 30, 1995, and 
               incorporated herein by this reference)

         4.6   Dividend Reinvestment and Stock Purchase Plan (filed as the
               Prospectus in the Company's Registration Statement on Form S-3 
               (No. 33-77024) and incorporated herein by this reference)

          5    Opinion of Gibson, Dunn & Crutcher LLP as to the legality of
               the securities being registered      

          23.1 Consent of Price Waterhouse LLP, independent accountants
               23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in 
               Exhibit 5 hereto)

          24   Power of Attorney (contained on signature page hereto)

Item 9.  Undertakings.
- ----------------------

         (a)     The undersigned registrant hereby undertakes:

                 (1)     To file, during any period in which offers or sales 
are being made, a post-effective amendment to this Registration Statement;

                        (i)     To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

                        (ii)    To reflect in the prospectus any facts or 
events arising after the effective date of the Registration Statement (or the 
most recent post-effective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in 
the Registration Statement;

                        (iii)    To include any material information with 
respect to the plan of distribution not previously disclosed in the 
Registration Statement or any material change to such information in the 
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed with or furnished to the 
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the 
Registration Statement.

                 (2)     That, for the purpose of determining any liability 
under the Securities Act of 1933 each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

                 (3)     To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold 
at the termination of the offering.

         (b)     The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where 
applicable, each filing of an employee benefit plan's annual report pursuant 
to Section 15(d) of the Securities Exchange Act of 1934) that is 
incorporated by reference in the Registration Statement shall be deemed to be 
a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the successful 
defense of any action, suit or proceeding) is asserted by such director, 
officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question of whether such indemnification by it 
is against public policy as expressed in the Act and will be governed by a 
final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Carlsbad, State of California, on June 3, 1996.

CALLAWAY GOLF COMPANY

By:  /s/ Donald H. Dye  
     ---------------------------------------
     Donald H. Dye, Chief Executive Officer
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints 
DONALD H. DYE, DAVID RANE and STEVEN C. McCRACKEN his true and lawful 
attorneys-in-fact and agents, each acting alone, with full powers of 
substitution and resubstitution, for him and in his name, place and
stead, at any and all capacities, to sign any and all amendments (including 
post-effective amendments) to this Registration Statement and to file the 
same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, each acting alone, with full powers and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming 
that all said attorneys-in-fact and agents, each acting alone, or his 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the date indicated.

Signature                   Title                           Date
- ---------                   -----                           ----

/s/ Ely Callaway            Director, Chairman of the       June 3, 1996
- -------------------------   Board of Directors
Ely Callaway

/s/ Donald H. Dye           Chief Executive Officer,        June 3, 1996
- -------------------------   President, Chief Operating
Donald H. Dye               Officer and Director
                            (Principal Executive Officer)

/s/ David Rane              Executive Vice President and    June 3, 1996
- -------------------------   Chief Financial Officer
David Rane                  (Principal Financial and
                            Accounting Officer)

/s/ Frederick R. Port       Director and Executive          June 3, 1996
- -------------------------   Vice President, International
Frederick R. Port           Sales, Licensing and
                            Business Development

/s/ Michael Sherwin         Director                        June 3, 1996
- -------------------------
Michael Sherwin

/s/ William C. Baker        Director                        June 3, 1996
- -------------------------
William C. Baker

/s/ Richard Rosenfield      Director                        June 3, 1996
- -------------------------
Richard Rosenfield
INDEX TO EXHIBITS
                              -----------------

                                                             Sequentially
                                                               Numbered
Exhibit No.                      Description                     Page
- -----------                      -----------                     ----

4.1                Restated Articles of Incorporation of           *
                   the Company 

4.2                Certificate of Amendment of Articles of         *
                   Incorporation of the Company, effective 
                   February 10, 1995

4.3                Bylaws of the Company, as amended May 10, 1996

4.4                Certificate of Determination of Rights,         *
                   Preferences, Privileges and Restrictions 
                   of Series A Junior Participating Preferred 
                   Stock 

4.5                Rights Agreement by and between the Company     *
                   and Chemical Mellon Shareholder Services, as 
                   Rights Agent, dated as of June 21, 1995

4.6                Dividend Reinvestment and Stock Purchase Plan   *

5                  Opinion of Gibson, Dunn & Crutcher LLP as to 
                   legality of the securities being registered    

23.1               Consent of Price Waterhouse LLP, independent   
                   accountants 

23.2               Consent of Gibson, Dunn & Crutcher LLP         
                   (contained in Exhibit 5 hereto)                

24                 Power of Attorney (contained on signature      
                   page hereof)

               
*  Incorporated by reference.