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

                                   May 3, 2000
                Date of Report (Date of earliest event reported)

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


          DELAWARE                    1-10962                 95-3797580
          (State or Other           (Commission             (IRS Employer
          Jurisdiction of           File Number)          Identification No.)
          Incorporation)


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


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

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

     On May 3, 2000, Callaway Golf Company issued a press release captioned,
"Callaway Golf Company Announces Plans to Repurchase Up To $100 Million in
Stock; Declares First Quarter Dividend." A copy of the press release is attached
to this report as Exhibit 99.1.

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

        (c)  Exhibits.

             99.1  Press Release, dated May 3, 2000, of Callaway Golf Company.

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                                   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:  May 5, 2000                CALLAWAY GOLF COMPANY



                                  By: /S/ STEVEN C. McCRACKEN
                                      -----------------------
                                     Steven C. McCracken
                                     Executive Vice President, Licensing,
                                     Chief Legal Officer and Secretary


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                                 EXHIBIT INDEX



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

          99.1             Press Release, dated May 3, 2000, of Callaway Golf
                           Company

                                       4

                                                                    EXHIBIT 99.1

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


                         CALLAWAY GOLF COMPANY ANNOUNCES
                PLANS TO REPURCHASE UP TO $100 MILLION IN STOCK;
                         DECLARES FIRST QUARTER DIVIDEND

Carlsbad, Calif./May 3, 2000/Callaway Golf Company (NYSE: ELY) announced today
that its Board of Directors authorized the Company to repurchase the Common
Stock of the Company in open market or in private transactions, subject to the
Company's assessment of market conditions and buying opportunities from time to
time, up to a maximum cost to the Company of $100 million.

The Company could begin the repurchase program immediately and expects to
complete it by December 31, 2000, unless market conditions change significantly
or the program is terminated sooner by the Board of Directors.

Callaway Golf Company also announced today that its Board of Directors has
approved a dividend with respect to the first quarter of 2000 of $.07 per share,
payable June 6, 2000 to shareholders of record as of May 16, 2000.

Callaway Golf Company makes and sells Big Bertha(R) metal woods and irons,
including Great Big Bertha(R) Hawk Eye(R) Titanium Metal Woods, Big Bertha(R)
Steelhead Plus(TM) Stainless Steel Metal Woods, Great Big Bertha(R) Hawk Eye(R)
Tungsten Injected(TM) Titanium Irons, Big Bertha(R) Steelhead(TM) X-14(TM)
Stainless Steel Irons, Odyssey(R) Dual Force(R) and TriForce(TM) Putters with
Stronomic(R) inserts, Odyssey(R) White Hot(R) Putters, and Callaway Golf(R) and
Bobby Jones(R) Putters. Callaway Golf Ball Company makes and sells Callaway Golf
Rule 35(TM) Firmfeel(TM) and Softfeel(TM) golf balls.


         For more information about Callaway Golf Company, please visit
                      our website at www.callawaygolf.com.


      For more information about Odyssey Golf, please visit our website at
                              www.odysseygolf.com.


If you would like to receive Callaway Golf's press releases via e-mail in the
future, please send your request to: newslist@callawaygolf.com