UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


October 30, 2008
Date of Report (Date of earliest event reported)


CALLAWAY GOLF COMPANY

(Exact name of registrant as specified in its charter)

(760) 931-1771

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.*

On October 30, 2008, Callaway Golf Company issued a press release captioned “Callaway Golf Company Announces 2008 Third Quarter and Nine Month Results.”  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.*

(c)           Exhibits.  

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.

Exhibit Index

Exhibit 99.1

Callaway Golf Company Announces 2008 Third Quarter and Nine Month Results

Earnings per Share Rise 5% for the First 9 Months vs. 2007

CARLSBAD, Calif.--(BUSINESS WIRE)--October 30, 2008--Callaway Golf Company (NYSE:ELY) today announced its financial results for the third quarter and first nine months ended September 30.

“Despite the unprecedented global economic conditions and a strong 2007, we have delivered earnings growth of 5% through the first nine months of 2008,” commented George Fellows, President and CEO. “This growth is due in part to our expanding accessories business and increased sales of golf balls, as well as by sales in Japan, which increased 37% for the first nine months of 2008 compared to 2007. In addition, three years ago we started several initiatives focused on improving the fundamentals of our Company, and those initiatives are paying off. Our balance sheet is strong with no long-term debt and a positive net cash balance, which is an enviable position in today’s market. Working capital and operating expenses have been and will continue to be tightly managed going forward. Our gross margin improvement initiatives continue to deliver to our expectations of $50 to $60 million in savings over the past two years and are mitigating the negative shift in product mix we are seeing due to the current economic conditions.”

Highlights for the first nine months include:

• Net sales of $946 million, essentially flat versus 2007’s record sales of $950 million.
• Fully diluted earnings per share of $1.08 (on 64.0 million shares outstanding), an increase of 5% compared to $1.03 (on 68.4 million shares outstanding) in 2007. Fully diluted earnings per share for the first nine months include after-tax charges for gross margin improvement initiatives of $0.09 per share in 2008 and $0.07 per share in 2007. Excluding the impact of the gross margin improvement charges, pro forma earnings per share were $1.17 in 2008, an increase of 6% compared to $1.10 in 2007.
• Gross profit was $426.7 million for 2008 (or 45% of net sales) compared to $429.9 million (or 45% of net sales) in 2007. Excluding the impact of the gross margin improvement charges, pro forma gross profit percentages for both 2008 and 2007 would have been 46%.

• Operating expenses for 2008 were $313.9 million (or 33% of net sales) compared to $311.0 million (or 33% of net sales in 2007) which included a $3.8 million gain on the sale of a building.
• Year-to-date, the Company repurchased 1.7 million shares of stock for $23 million at an average price of $13.55 per share.

Highlights for the third quarter include:

• Net sales of $213.5 million compared to last year’s record of $235.5 million.
• Loss per share of ($0.12) (on 62.5 million shares outstanding), as compared to diluted earnings per share of $0.02 (on 67.6 million shares outstanding) in 2007. Third quarter results include after-tax charges for gross margin improvement initiatives of $0.04 per share in both 2008 and 2007. Excluding the impact of the gross margin improvement charges, pro forma loss per share was ($0.08) in 2008 as compared to pro forma diluted earnings per share of $0.06 in 2007.
• Gross profit for 2008 was $80.1 million (or 38% of net sales) compared to $94.0 million (or 40% of net sales) for 2007. Excluding the impact of the gross margin improvement charges, pro forma gross profit percentages for 2008 would have been 39% compared to 42% in 2007.
• Operating expenses for 2008 were $92.6 million (or 43% of net sales), compared to $93.1 million (or 40% of net sales) for 2007 which included a $3.8 million gain associated with the sale of a building.
• The Company repurchased 219,000 shares of stock for $3 million during the quarter at an average price of $13.21 per share.

Business Outlook

“Looking forward, the initial feedback on our new 2009 products has been very positive,” continued Mr. Fellows, “and we feel the whole product line is stronger than our record 2007 line. We feel that this product line-up, along with strategic and operational progress to date, positions Callaway Golf for solid growth when the global economy begins to recover. In the meantime, we will continue to manage our business in a conservative and prudent manner, protect our balance sheet and allocate capital to those initiatives that will drive longer term growth.”

The Company reaffirmed its recent guidance that for the full year 2008 the Company estimates that net sales will be in the range of $1.125 to $1.145 billion and pro forma fully diluted earnings will exceed 2007 and will be in the range of $0.92 to $1.02 per share (or 3% to 15% growth versus 2007). Pro forma earnings exclude after-tax charges related to the gross margin improvement initiatives in the amount of approximately $0.11 per share.

The Company will be holding a conference call at 2:00 p.m. PDT today. The call will be broadcast live over the Internet and can be accessed at www.callawaygolf.com. To listen to the call, please go to the website at least 15 minutes before the call to register and for instructions on how to access the broadcast. A replay of the conference call will be available approximately three hours after the call ends, and will remain available through 9:00 p.m. PST on Thursday, November 6, 2008. The replay may be accessed through the Internet at www.callawaygolf.com or by telephone by calling 800-475-6701 toll free for calls originating within the United States or 320-365-3844 for International calls. The replay pass code is 966796.

Disclaimer: Statements used in this press release that relate to future plans, events, financial results, performance or prospects, including statements relating to future growth, estimated sales and earnings for 2008, the strength of the 2009 product line-up, and estimated charges for and savings from the gross margin initiatives, as well as statements regarding future working capital and operating expenses, are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995. These estimates and statements are based upon current information and expectations. Accurately estimating the Company’s reported future financial performance is based upon various unknowns including, future changes in foreign currency rates and consumer acceptance and demand for the Company’s products as well as future consumer discretionary purchasing activity, which can be significantly adversely affected by unfavorable economic or market conditions. Actual results may differ materially from those estimated or anticipated as a result of these unknowns or other risks and uncertainties, including delays, difficulties or increased costs in the supply of components needed to manufacture the Company’s products, in manufacturing the Company’s products, or in connection with the implementation of the Company’s planned gross margin initiatives or the implementation of future initiatives; adverse weather conditions and seasonality; any rule changes or other actions taken by the USGA or other golf association that could have an adverse impact upon demand or supply of the Company’s products; a decrease in participation levels in golf; and the effect of terrorist activity, armed conflict, natural disasters or pandemic diseases on the economy generally, on the level of demand for the Company’s products or on the Company’s ability to manage its supply and delivery logistics in such an environment. For additional information concerning these and other risks and uncertainties that could affect these statements and the Company’s business, see Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as well as other risks and uncertainties detailed from time to time in the Company’s reports on Forms 10-Q and 8-K subsequently filed from time to time 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.

Regulation G: The financial results reported in this press release have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition to the GAAP results, the Company has also provided additional information concerning its results, which includes certain financial measures not prepared in accordance with GAAP. The non-GAAP financial measures included in this press release exclude charges associated with the Company’s gross margin initiatives. These non-GAAP financial measures should not be considered a substitute for any measure derived in accordance with GAAP. These non-GAAP financial measures may also be inconsistent with the manner in which similar measures are derived or used by other companies. Management believes that the presentation of such non-GAAP financial measures, when considered in conjunction with the most directly comparable GAAP financial measures, provides additional useful information concerning the Company’s operations without these charges. The Company has provided reconciling information in the text of this press release and in the accompanying schedules.

About Callaway Golf

Through an unwavering commitment to innovation, Callaway Golf Company (NYSE: ELY) creates products and services designed to make every golfer a better golfer. Callaway Golf Company manufactures and sells golf clubs and golf balls, and sells golf accessories, under the Callaway Golf®, Odyssey®, Top-Flite®, and Ben Hogan® brands in more than 110 countries worldwide. For more information please visit www.callawaygolf.com or Shop.CallawayGolf.com.

⁽¹⁾ Prior periods have been restated to reflect the current period presentation.

⁽¹⁾Prior periods have been restated to reflect the current period presentation.

⁽²⁾ Represents corporate general and administrative expenses and other income (expense) not utilized by management in determining segment profitability.

CONTACT:
Callaway Golf Company
Brad Holiday
Eric Struik
Michele Szynal
(760) 931-1771