<PAGE>

  As Filed with the Securities and Exchange Commission on January 28, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)

        Delaware                                95-3797580
(State or other jurisdiction of               (IRS Employer
incorporation or organization)              Identification No.)

                       1995 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 _____________
                                  Ely Callaway
                      Chairman and Chief Executive Officer
                              2285 Rutherford Road
                        Carlsbad, California 92008-8815
                                 (760) 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 (1)             Share (2)                Price (2)                   Fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                         <C>                        <C>                   <C>                       <C>
Common Stock,               1,500,000                  $14.03                $21,045,000               $5,555.88
$.01 par value
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1)  Pursuant to Rule 416, this Registration Statement shall cover, in addition
     to the number of shares of Common Stock stated above, such indeterminate
     number of additional shares of Common Stock as may be issued under such
     plan as a result of adjustment provisions thereunder.

(2)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h), based on the average of the high and low prices of Callaway
     Golf Company Common Stock as reported on January 27, 2000 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 an additional 1,500,000 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 1995 Employee Stock
Incentive Plan (the "Plan").

     The Company previously registered an aggregate of 5,600,000 shares of
Common Stock for issuance under the Plan under (i) Registration Statement No.
333-242 (1,000,000 shares), (ii) Registration Statement No. 333-24207 (2,000,000
shares), (iii) Registration Statement No. 333-39093 (600,000 shares), (iv)
Registration Statement No. 333-61889 (1,600,000 shares), and (v) Post-effective
Amendment No. 2 to Registration Statement No. 333-61889 (400,000 shares).

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have previously been filed by the Company
with the Commission, are hereby incorporated into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1998;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1999;

          (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1999;

          (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999;

          (e)  The Company's Current Report on Form 8-K dated December 30, 1998;

          (f)  The Company's Current Report on Form 8-K dated February 12, 1999;

          (g)  The Company's Current Report on Form 8-K dated July 1, 1999;

          (h)  The Company's Current Report on Form 8-K dated August 17, 1999;

          (i)  The Company's Preliminary Proxy Statement on Schedule 14A filed
               March 22, 1999.

          (j)  The Company's Definitive Proxy Statement on Schedule 14A filed
               April 1, 1999.

          (k)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form S-1 (Registration No.


                                       2
<PAGE>

               33-53732), including any amendment or report filed for the
               purpose of updating such description; and

          (l)  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), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Registration Statement
and prior to the filing of a post-effective amendment that indicates that all
securities offered thereunder have been sold or that deregisters all securities
then remaining unsold will be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement 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 SECRUITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Brian P. Lynch, who has rendered an opinion as to the validity of the Common
Stock being registered by this Registration Statement, is an employee of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify present and former
directors, officers, employees and agents of the Company.

     The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the Delaware General Corporation Law, a director of the
Company shall not be liable to the Company or its shareholders for monetary
damages for breach of the director's fiduciary duty as a director.   Delaware
law provides that this provision in the Company's Certificate of Incorporation
shall not limit the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     The Company's Bylaws provide that the Company, to the maximum extent
permitted by the Delaware General Corporation Law, shall indemnify any person
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlements actually and reasonably incurred


                                       3
<PAGE>

in connection with any threatened, pending or completed action, suit or
proceeding in which such person is or was a party or is threatened to be made a
party by reason of the fact that such person 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 was a director or officer of a
corporation which was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation. The Company is
required to indemnify a director or officer in connection with an action, suit
or proceeding (or part thereof) initiated by such director or officer only if
the initiation of such action, suit or proceeding (or part thereof) by the
director or officer was authorized by the Board of Directors of the Company.

     The Company's Bylaws further provide that the Company shall pay the
expenses (including attorney's fees) incurred by a director or officer of the
Company entitled to indemnification in defending any such action, suit or
proceeding in advance of its final disposition provided such director or officer
undertakes to repay all amounts advanced if it should ultimately be determined
that the director or officer is not entitled to such indemnification.

  The Company's Bylaws provide that the foregoing indemnification rights shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled.

  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 or not opposed to 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 Certificate of
Incorporation or Bylaws.  Benefits under the Indemnification Agreements are not
available, however, to indemnify an outside director (a) with respect to

                                       4
<PAGE>

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.

     In addition to the foregoing, the Company's Bylaws provide that the Company
shall have the power, to the maximum extent permitted by the Delaware General
Corporation Law, to indemnify any person (other than directors and officers) who
is or was an employee or agent of the Company, who is or was serving at the
request of the Company as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or who was an employee or
agent of a corporation which was a predecessor corporation of the Company or of
another enterprise at the request of such predecessor corporation, against
expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding, in which such person was or is
a party or is threatened to be made a party by reason of the fact that such
person is or was an employee or agent of the Company.

     The Company maintains directors and officers liability insurance covering
the directors and officers of the Company against claims arising out of the
performance of their duties as such.

ITEM 7.  EXEMPTION FROM REGISTRATION.

          Not Applicable.

ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in the Index to
Exhibits immediately following the signature page(s).

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;

                                       5
<PAGE>

           (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.



                     [The Remainder of this page is Blank]


                                    6
<PAGE>

                                   SIGNATURES
                                   ----------

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, as of January 25,
2000.

                            CALLAWAY GOLF COMPANY

                            By:    /s/ Ely Callaway
                                ---------------------------------------
                                Ely Callaway
                                Founder, Chairman and Chief Executive Officer

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

<TABLE>
<CAPTION>
           Signature                           Title                      Dated as of
-------------------------------   -------------------------------   ------------------------
<S>                               <C>                               <C>

                                       Founder, Chairman and
/s/ Ely Callaway                      Chief Executive Officer
____________________________       (Principal Executive Officer)        January 25, 2000
Ely Callaway

                                    Director, President, Acting
                                    Principal Financial Officer
/s/ Charles J Yash                     and Acting Principal
____________________________            Accounting Officer              January 25, 2000
Charles J. Yash

        *
____________________________                 Director                   January 25, 2000
William C. Baker


____________________________                 Director                   January 25, 2000
Vernon E. Jordan, Jr.

        *
____________________________                 Director                   January 25, 2000
Yotaro Kobayashi


____________________________                 Director                   January 25, 2000
Aulana L. Peters

        *
____________________________                 Director                   January 25, 2000
Richard Rosenfield

        *
____________________________                 Director                   January 25, 2000
William A. Schreyer
</TABLE>


* By: /s/ Charles J. Yash
     ____________________________
      Charles J. Yash
      Attorney-in-Fact

                                       7
<PAGE>



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


Exhibit No.    Description
-----------    -----------

  5.1          Opinion of Brian P. Lynch, Senior Corporate Counsel of Callaway
               Golf Company, as to the legality of the securities being
               registered.

 23.1          Consent of Independent Accountants.

 23.2          Consent of Brian P. Lynch (included in Exhibit 5.1).

 24.1          Powers of Attorney.

 99.1          1995 Employee Stock Incentive Plan (as amended and restated
               November 18, 1999).



                                       8
[{"type": "S-8", "sequence": "1", "description": "1995 EMPLOYEE STOCK INCENTIVE PLAN", "secsgml_size_bytes": 22306}]
{"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": "333-95601", "film-number": "516121"}, "business-address": {"street1": "2285 RUTHERFORD RD", "city": "CARLSBAD", "state": "CA", "zip": "92008", "phone": "7609311771"}}
As Filed with the Securities and Exchange Commission on January 28, 2000
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)

        Delaware                                95-3797580
(State or other jurisdiction of               (IRS Employer
incorporation or organization)              Identification No.)

                       1995 EMPLOYEE STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 _____________
                                  Ely Callaway
                      Chairman and Chief Executive Officer
                              2285 Rutherford Road
                        Carlsbad, California 92008-8815
                                 (760) 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 (1)             Share (2)                Price (2)                   Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,               1,500,000                  $14.03                $21,045,000               $5,555.88
$.01 par value
------------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement shall cover, in addition
     to the number of shares of Common Stock stated above, such indeterminate
     number of additional shares of Common Stock as may be issued under such
     plan as a result of adjustment provisions thereunder.

(2)  Estimated solely for purposes of determining the registration fee pursuant
     to Rule 457(h), based on the average of the high and low prices of Callaway
     Golf Company Common Stock as reported on January 27, 2000 on the New
     York Stock Exchange.
INTRODUCTION
                                  ------------

     This Registration Statement on Form S-8 is filed by Callaway Golf Company
(the "Company") relating to an additional 1,500,000 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 1995 Employee Stock
Incentive Plan (the "Plan").

     The Company previously registered an aggregate of 5,600,000 shares of
Common Stock for issuance under the Plan under (i) Registration Statement No.
333-242 (1,000,000 shares), (ii) Registration Statement No. 333-24207 (2,000,000
shares), (iii) Registration Statement No. 333-39093 (600,000 shares), (iv)
Registration Statement No. 333-61889 (1,600,000 shares), and (v) Post-effective
Amendment No. 2 to Registration Statement No. 333-61889 (400,000 shares).

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               --------------------------------------------------

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have previously been filed by the Company
with the Commission, are hereby incorporated into this Registration Statement:

          (a)  The Company's Annual Report on Form 10-K for the year ended
               December 31, 1998;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1999;

          (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               June 30, 1999;

          (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999;

          (e)  The Company's Current Report on Form 8-K dated December 30, 1998;

          (f)  The Company's Current Report on Form 8-K dated February 12, 1999;

          (g)  The Company's Current Report on Form 8-K dated July 1, 1999;

          (h)  The Company's Current Report on Form 8-K dated August 17, 1999;

          (i)  The Company's Preliminary Proxy Statement on Schedule 14A filed
               March 22, 1999.

          (j)  The Company's Definitive Proxy Statement on Schedule 14A filed
               April 1, 1999.

          (k)  The description of the Company's Common Stock contained in the
               Company's Registration Statement on Form S-1 (Registration No.

                                       2
33-53732), including any amendment or report filed for the
               purpose of updating such description; and

          (l)  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), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of the Registration Statement
and prior to the filing of a post-effective amendment that indicates that all
securities offered thereunder have been sold or that deregisters all securities
then remaining unsold will be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement 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 SECRUITIES.

          Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

  Brian P. Lynch, who has rendered an opinion as to the validity of the Common
Stock being registered by this Registration Statement, is an employee of the
Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law of the State of
Delaware empowers a Delaware corporation to indemnify present and former
directors, officers, employees and agents of the Company.

     The Company's Certificate of Incorporation provides that, to the fullest
extent permitted by the Delaware General Corporation Law, a director of the
Company shall not be liable to the Company or its shareholders for monetary
damages for breach of the director's fiduciary duty as a director.   Delaware
law provides that this provision in the Company's Certificate of Incorporation
shall not limit the liability of a director (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.

     The Company's Bylaws provide that the Company, to the maximum extent
permitted by the Delaware General Corporation Law, shall indemnify any person
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlements actually and reasonably incurred

                                       3
in connection with any threatened, pending or completed action, suit or
proceeding in which such person is or was a party or is threatened to be made a
party by reason of the fact that such person 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 was a director or officer of a
corporation which was a predecessor corporation of the Company or of another
enterprise at the request of such predecessor corporation. The Company is
required to indemnify a director or officer in connection with an action, suit
or proceeding (or part thereof) initiated by such director or officer only if
the initiation of such action, suit or proceeding (or part thereof) by the
director or officer was authorized by the Board of Directors of the Company.

     The Company's Bylaws further provide that the Company shall pay the
expenses (including attorney's fees) incurred by a director or officer of the
Company entitled to indemnification in defending any such action, suit or
proceeding in advance of its final disposition provided such director or officer
undertakes to repay all amounts advanced if it should ultimately be determined
that the director or officer is not entitled to such indemnification.

  The Company's Bylaws provide that the foregoing indemnification rights shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled.

  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 or not opposed to 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 Certificate of
Incorporation or Bylaws.  Benefits under the Indemnification Agreements are not
available, however, to indemnify an outside director (a) with respect to

                                       4
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.

     In addition to the foregoing, the Company's Bylaws provide that the Company
shall have the power, to the maximum extent permitted by the Delaware General
Corporation Law, to indemnify any person (other than directors and officers) who
is or was an employee or agent of the Company, who is or was serving at the
request of the Company as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or who was an employee or
agent of a corporation which was a predecessor corporation of the Company or of
another enterprise at the request of such predecessor corporation, against
expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement actually and reasonably incurred in connection with any threatened,
pending or completed action, suit, or proceeding, in which such person was or is
a party or is threatened to be made a party by reason of the fact that such
person is or was an employee or agent of the Company.

     The Company maintains directors and officers liability insurance covering
the directors and officers of the Company against claims arising out of the
performance of their duties as such.

ITEM 7.  EXEMPTION FROM REGISTRATION.

          Not Applicable.

ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in the Index to
Exhibits immediately following the signature page(s).

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;

                                       5
(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.

                     [The Remainder of this page is Blank]

                                    6
SIGNATURES
                                   ----------

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, as of January 25,
2000.

                            CALLAWAY GOLF COMPANY

                            By:    /s/ Ely Callaway
                                ---------------------------------------
                                Ely Callaway
                                Founder, Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the date indicated.
Signature                           Title                      Dated as of
-------------------------------   -------------------------------   ------------------------
Founder, Chairman and
/s/ Ely Callaway                      Chief Executive Officer
____________________________       (Principal Executive Officer)        January 25, 2000
Ely Callaway

                                    Director, President, Acting
                                    Principal Financial Officer
/s/ Charles J Yash                     and Acting Principal
____________________________            Accounting Officer              January 25, 2000
Charles J. Yash

        *
____________________________                 Director                   January 25, 2000
William C. Baker

____________________________                 Director                   January 25, 2000
Vernon E. Jordan, Jr.

        *
____________________________                 Director                   January 25, 2000
Yotaro Kobayashi

____________________________                 Director                   January 25, 2000
Aulana L. Peters

        *
____________________________                 Director                   January 25, 2000
Richard Rosenfield

        *
____________________________                 Director                   January 25, 2000
William A. Schreyer
* By: /s/ Charles J. Yash
     ____________________________
      Charles J. Yash
      Attorney-in-Fact

                                       7
INDEX TO EXHIBITS
                               -----------------

Exhibit No.    Description
-----------    -----------

  5.1          Opinion of Brian P. Lynch, Senior Corporate Counsel of Callaway
               Golf Company, as to the legality of the securities being
               registered.

 23.1          Consent of Independent Accountants.

 23.2          Consent of Brian P. Lynch (included in Exhibit 5.1).

 24.1          Powers of Attorney.

 99.1          1995 Employee Stock Incentive Plan (as amended and restated
               November 18, 1999).

                                       8