SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               October 15, 1998
               Date of report (Date of earliest event reported)

                             CALLAWAY GOLF COMPANY
              (Exact Name of Registrant as Specified in Charter)

        CALIFORNIA                   1-10962                    95-3797580
(State or Other Jurisdiction       (Commission              (I.R.S. Employer
     of Incorporation)             File Number)            Identification No.)

                             2285 RUTHERFORD ROAD
                            CARLSBAD, CA 92008-8815
                   (Address of Principal Executive Offices)

                                (760) 931-1771
             (Registrant's telephone number, including area code)

 
ITEM 5. OTHER EVENTS.
        ------------ 

    On October 15, 1998, Callaway Golf Company announced that Donald H. Dye
would no longer be serving as President and Chief Executive Officer or as a
Director of Callaway Golf.  Callaway Golf also stated that Ely Callaway, the
Company's Founder and Chairman, will reassume the additional roles of President
and Chief Executive Officer.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
        --------------------------------- 

    (c) Exhibits.

    99.1  Press Release, dated October 15, 1998, of Callaway Golf
          Company.

 
                                  SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: October 21, 1998                          CALLAWAY GOLF COMPANY



                                                By: /s/ ELY CALLAWAY
                                                   ----------------------------
                                                    Ely Callaway
                                                    Chairman, President and CEO

 
                                 EXHIBIT INDEX


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


99.1             Press Release, dated October 15, 1998, of Callaway Golf 
                 Company.


 
                                                                    EXHIBIT 99.1

                                                      Contact:  Larry Dorman
                                                                Krista Mallory
                                                                (760) 931-1771


           ELY CALLAWAY REASSUMES ROLES AS CALLAWAY GOLF PRESIDENT 
                          AND CHIEF EXECUTIVE OFFICER


     CARLSBAD, Calif., October 15, 1998 -- Callaway Golf Company (NYSE: ELY)
today announced that Ely Callaway, the Company's Founder and Chairman, will
reassume the additional roles of President and Chief Executive Officer,
effective immediately.  Mr. Callaway, 79, had held those positions from the time
of the Company's 1982  founding until May of 1996.

     "We feel very fortunate that we can call upon the Company's Founder at such
an important time," said Richard Rosenfield, Vice Chair of the Executive and
Compensation Committee of the Company's Board of Directors. "Ely Callaway's
vision and leadership are among our most valuable assets and the board believes
that the man who built the company is the man to lead it now."

     The Board and Donald H. Dye agreed that he would step aside as President
and Chief Executive Officer and as a Director effective immediately. Mr. Dye,
who had assumed the role of CEO in May of 1996, will continue to serve as a
consultant to the Company.

     "The first thing I want to say is that I have the utmost regard, respect
and affection for Don Dye and the job that he has done for Callaway Golf," Mr.
Callaway said. "Under his leadership, the Company enjoyed tremendous growth,
from $553 million in sales to a record $843 million in 1997. I am honored that
the Board has seen fit to ask me to serve for approximately the next two years
as the CEO. With lots of confidence, I am looking forward to meeting the
challenges that we face as a Company.

     "At Callaway Golf, I believe that we have the best people, the best
facilities and the most powerful brand in the industry. All of these exceptional
factors will be working together to continue to move the company forward
successfully."

     Callaway Golf makes and sells Big Bertha(R) metal woods and irons,
including Big Bertha(R) Steelhead(TM) Stainless Steel Metal Woods, Great Big
Bertha(R) Titanium Metal Woods, Biggest Big Bertha(TM) Titanium Drivers, Big
Bertha(R) Irons and Great Big Bertha(R) Tungsten.Titanium(TM) Irons.  Big
Bertha(R) Drivers are the number one drivers in use on the PGA, Senior PGA,
Ladies PGA, Nike and European PGA Tours.

 
     Statements used in this press release that relate to future plans, events,
financial results or performance are forward-looking statements as defined under
the Private Securities Litigation Reform Act of 1995.  Actual results may differ
materially from those anticipated as a result of certain risks and
uncertainties, including but not limited to market acceptance of current and
future products, competitive pressures, and costs and potential disruption of
business as a result of the reorganization of international operations, as well
as other risks and uncertainties detailed from time to time in the Company's
periodic reports on Forms 10-K, 10-Q and 8-K filed with the Securities and
Exchange Commission.  Readers are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof.  The Company
undertakes no obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.