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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
Colton Jeffrey M
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
(Street)
CARLSBAD CA 92008
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2009 		3. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President, U.S.
 5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,769 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 12/31/2003(1) 01/19/2011 Common Stock 4,000 19.6875 D
Non-Qualified Stock Option (right to buy) 01/29/2005(1) 01/29/2012 Common Stock 7,500 16.56 D
Non-Qualified Stock Option (right to buy) 01/21/2006(1) 01/21/2013 Common Stock 1,500 12.25 D
Non-Qualified Stock Option (right to buy) 01/30/2007(1) 01/30/2014 Common Stock 5,000 17.91 D
Non-Qualified Stock Option (right to buy) 10/15/2007(1) 10/15/2014 Common Stock 5,000 9.88 D
Non-Qualified Stock Option (right to buy) 01/18/2008(1) 01/18/2015 Common Stock 18,333 12.94 D
Non-Qualified Stock Option (right to buy) 01/27/2009(1) 01/27/2016 Common Stock 7,919 15.04 D
Non-Qualified Stock Option (right to buy) (2) 01/16/2017 Common Stock 25,948 14.37 D
Non-Qualified Stock Option (right to buy) (3) 01/14/2018 Common Stock 29,292 14.92 D
Non-Qualified Stock Option (right to buy) (4) 01/29/2019 Common Stock 98,495 7.85 D
Restricted Stock Units(5) (6) (6) Common Stock 30,442.57 0.0(5) D
Explanation of Responses:
1. The option became exercisable over a three year period in three equal annual installments ending on the date set forth above under "Date Exercisable".
2. This stock option vested or is scheduled to vest as follows: 8,650 shares on 01/16/2008; 8,649 shares on 01/16/2009; and 8,649 shares on 01/16/2010.
3. This stock option vested or is scheduled to vest as follows: 9,764 shares on 01/14/2009; 9,764 shares on 01/14/2010; and 9,764 shares on 01/14/2011.
4. This stock option is scheduled to vest as follows: 32,833 shares on 01/29/2010; 32,831 shares on 01/29/2011; and 32,831 shares on 01/29/2012.
5. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
6. The restricted stock units are scheduled to vest as follows: 7,322.35 restricted stock units are scheduled to vest on January 16, 2010; 8,094.63 restricted stock units are scheduled to vest on January 14, 2011; and 15,025.59 restricted stock units are scheduled to vest on January 29, 2012.
/s/ Brian P. Lynch Attorney-in-Fact for Jeffrey M. Colton under a Limited Power of Attorney dated August 11, 2009. 08/13/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
rrd224445_253421.html 
LIMITED POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes,
designates and appoints each of Steven C. McCracken, Michael J. Rider and Brian P. Lynch, as the
undersigned's true and lawful attorneys-in-fact, with full power to act without the others on behalf of and
as attorney for the undersigned, for the following purposes:

            1.	to execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of Callaway Golf Company (the "Company"), any forms or documents required or
permitted in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, as the same may now exist or hereafter be amended, including Securities and Exchange
Commission Forms 3, 4 and 5;
            2.	to do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such forms or documents or any amendment or
amendments thereto, and to file such forms or documents with the Securities and Exchange Commission
and any stock exchange or similar authority; and
            3.	to take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the forms or documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
      The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done
by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
      Unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact, this Limited Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file such forms or documents with respect to the undersigned's holdings of and
transactions in securities issued by the Company.
      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed effective as of August 11, 2009.


							/s/ Jeffrey M. Colton