Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
FELLOWS GEORGE
   2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ELY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
09/03/2008
(Street)

CARLSBAD, CA 92008		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               190,004 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 14.04 09/03/2008   A   258,598     (2) 09/03/2018 Common Stock 258,598 $ 0 258,598 D  
Restricted Stock Units (3) 09/03/2008   A   71,225     (4)   (4) Common Stock 71,225 $ 0 219,827.43 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FELLOWS GEORGE
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008		   X     President and CEO  

Signatures

 /s/ Brian P. Lynch Attorney-in-Fact for George Fellows under a Limited Power of Attorney dated August 1, 2005.   09/04/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The additional 56 shares of common stock acquired by the reporting person since such holdings were last reported reflect exempt acquisitions through dividend reinvestment under the Company's Employee Stock Purchase Plan.
(2) This stock option is scheduled to vest as follows: 86,200 shares on 09/03/2009; 86,199 shares on 09/03/2010; and 86,199 shares on 09/03/2011.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock.
(4) The restricted stock units are scheduled to vest on December 15, 2011.
(5) The number of restricted stock units owned following the reported transaction includes 74,229 restricted stock units granted on January 16, 2007 and 71,493 restricted stock units granted on January 14, 2008 plus an additional 2,880.43 restricted stock units accrued as a result of dividend equivalent rights paid by the Company. Of the total number of restricted stock units beneficially owned by the reporting person, 76,304.43 restricted stock units are scheduled to vest on January 16, 2010; 72,298 restricted stock units are scheduled to vest on January 14, 2011; and 71,225 restricted stock units are scheduled to vest on December 15, 2011.

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