SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FELLOWS GEORGE (Last) (First) (Middle) 2180 RUTHERFORD ROAD (Street) CARLSBAD CA 92008 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 01/29/2009
	4. 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 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

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 Securities Underlying Derivative Security (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: 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)(1)	$7.85	01/29/2009		A		900,521		(2)	01/29/2019	Common Stock	900,521	$0.00	900,521	D
Restricted Stock Units(1)	(3)	01/29/2009		A		135,881		(4)	(4)	Common Stock	135,881	$0.00	358,445.05(5)	D

Explanation of Responses:

1. The transactions reported herein relate to the long-term incentive awards described in the Company?s Current Report on Form 8-K dated January 20, 2009. With regard to the stock option grant reported herein, 321,404 shares of such stock option are subject to shareholder approval of additional shares authorized under the Company?s 2004 Equity Incentive Plan. If shareholder approval is not obtained prior to exercise, then upon exercise the reporting person will receive, in lieu of shares, a lump sum cash payment equal to the aggregate difference between the exercise price and the closing price of the Company?s common stock on the date of exercise for each option so exercised.

2. This stock option is scheduled to vest as follows: 300,174 shares on 01/29/2010; 300,174 shares on 01/29/2011; and 300,173 shares on 01/29/2012.

3. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

4. The restricted stock units are scheduled to vest on 01/29/2012.

5. The number of restricted stock units owned following the reported transaction includes 5,617.05 restricted stock units accrued as a result of dividend equivalent rights with respect to dividends paid by the Company. Of the total number of restricted stock units beneficially owned by the reporting person, 77,254.34 restricted stock units are scheduled to vest on January 16, 2010; 73,198.03 restricted stock units are scheduled to vest on January 14, 2011; 72,111.68 restricted stock units are scheduled to vest on December 15, 2011 and 135,881 restricted stock units are scheduled to vest on January 29, 2012.

	/s/ Brian P. Lynch Attorney-in-Fact for George Fellows under a Limited Power of Attorney dated August 1, 2005.	02/02/2009
	** 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 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).
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