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


April 30, 2009
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 April 30, 2009, Callaway Golf Company issued a press release captioned “Callaway Golf Announces First Quarter 2009 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.*

*  The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 Announces First Quarter 2009 Results

CARLSBAD, Calif.--(BUSINESS WIRE)--April 30, 2009--Callaway Golf Company (NYSE:ELY) today announced its financial results for the first quarter ended March 31, 2009, consistent with the preliminary results announced earlier this month.

“Going into this year, we said that unfavorable global economic conditions and changes in foreign currency rates would significantly affect our 2009 results, particularly in the first quarter,” commented George Fellows, President and Chief Executive Officer. “The widespread economic weakness, which affected the entire industry, caused traffic at retail to be down more significantly than originally anticipated and retailers reduced the levels of inventory they were willing to carry prior to the season opening up. At the same time, changes in foreign currency exchange rates negatively impacted the translation of the Company’s international results into U.S. dollars. These factors in the aggregate resulted in a 26% decline in the Company’s sales compared to a record first quarter in 2008.”

“While we expect that global economic conditions and foreign currency will continue to negatively impact results in the short term, we expect that the severity of the impact will decrease as the year progresses,” continued Mr. Fellows. “Furthermore, we have already taken steps that will help mitigate such impact, including the implementation of several cost reduction initiatives and the elimination of approximately 10% of the Company’s worldwide positions. We also continue to benefit from the implementation of our gross margin initiatives, which positively impacted gross profit by approximately $7 million for the first quarter.”

“We firmly believe the golf industry will recover as the economy recovers,” added Mr. Fellows. “Therefore, in addition to aggressively managing costs, our focus is to position Callaway to emerge a stronger company when the golf industry does recover. In this regard, in addition to other actions, we are continuing to invest in additional gross margin initiatives and are taking advantage of the strength of our 2009 product line to increase our market share, which has already increased in most product categories worldwide.”

Details of First Quarter Results

• Net sales of $272 million compared to $366 million in 2008. U.S. net sales were $141 million compared to $184 million in 2008 and international net sales were $131 million compared to $182 million in 2008. Changes in foreign currency exchange rates adversely affected net sales by approximately $22 million for the quarter.
• Gross profit was $116 million, or 43% of net sales, for the first quarter of 2009, as compared to gross profit of $176 million, or 48% of net sales, for the same period in 2008. The Company’s gross profit was adversely affected by the first quarter decrease in sales volume, by overall lower average selling prices, and by changes in foreign currency rates, partially offset by the benefits from the Company’s gross margin initiatives.

• Operating expenses for the quarter were $103 million, or 38% of net sales, compared to $111 million, or 30% of net sales, for the first quarter of 2008. The $8 million decrease in operating expenses is primarily attributable to a decrease in employee compensation costs as well as changes in foreign currency exchange rates, partially offset by investment in new business initiatives.
• Fully diluted earnings per share of $0.11 on 63.3 million shares as compared to $0.61 on 64.8 million shares in 2008. Fully diluted earnings per share for the first quarter of 2009 and 2008 include $0.01 of after-tax charges for the Company’s gross margin improvement initiatives.

Business Outlook

“As we said before, it is very difficult to forecast future results in this economic environment,” added Mr. Fellows. “Based on current trends, we estimate that the industry will likely be down about 15%-20% for the year assuming reasonable retail inventory levels. Based on our recent market share gains, we estimate that Callaway Golf’s annual sales for 2009 will decrease at a pace less than the industry. Furthermore, we estimate that, excluding charges for gross margin initiatives, 2009 full year gross profit as a percent of net sales will range from 40% to 42%, and that operating expenses will range from $375 to $390 million.”

For more details, please see the attached “Supplemental Financial Information.”

* * * * *

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 two hours after the call ends, and will remain available through 9:00 p.m. PDT on Thursday, May 7, 2009. The replay may be accessed through the Internet at www.callawaygolf.com or by telephone by calling 1-800-642-1687 toll free for calls originating within the United States or 706-645-9291 for International calls. The replay conference ID number is 93547430.

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Disclaimer: Statements used in this press release that relate to future plans, events, financial results, performance or prospects, including statements relating to future growth or market share gains, the ability to manage costs or invest in future initiatives, the estimated industry or Company sales for 2009, or the estimated gross profit or operating expenses for 2009, 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, including current and estimated future foreign currency exchange rates. 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, 2008, 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.

Foreign Currency Translation: This press release includes information regarding certain aspects of the Company’s financial results for the first quarter of 2009 that estimate the impact of the effect of foreign currency translation on the Company’s 2009 results as compared to the same period in 2008. This impact is derived by taking the Company’s first quarter 2009 local currency results and translating them into U.S. dollars based upon first quarter 2008 foreign currency exchange rates and does not include any other effect of changes in foreign currency rates on the Company’s results.

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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®, Ben Hogan® and uPro™ brands in more than 110 countries worldwide. For more information please visit www.callawaygolf.com or Shop.CallawayGolf.com

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