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


                                November 1, 2007
                Date of Report (Date of earliest event reported)


                              CALLAWAY GOLF COMPANY

             (Exact name of registrant as specified in its charter)


           DELAWARE                    1-10962                95-3797580

  (State or other jurisdiction       (Commission            (IRS Employer
        of incorporation)            File Number)         Identification No.)


         2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA           92008-7328

          (Address of principal executive offices)            (Zip Code)


                                 (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 November 1, 2007, Callaway Golf Company issued a press release captioned "Callaway Golf Company Announces 22% Increase in Sales for the Third Quarter Resulting in Record Sales for the First Nine Months of 2007." 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.* (d) Exhibits. -------- The following exhibit is being furnished herewith: Exhibit 99.1 Press Release, dated November 1, 2007, captioned "Callaway Golf Company Announces 22% Increase in Sales for the Third Quarter Resulting in Record Sales for the First Nine Months of 2007." * 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. CALLAWAY GOLF COMPANY Date: November 1, 2007 By: /s/ Bradley J. Holiday ---------------------- Name: Bradley J. Holiday Title: Senior Executive Vice President and Chief Financial Officer

Exhibit Index ------------- Exhibit Number Description -------------- ----------- 99.1 Press release, dated November 1, 2007, captioned "Callaway Golf Company Announces 22% Increase in Sales for the Third Quarter Resulting in Record Sales for the First Nine Months of 2007."

                                                                    Exhibit 99.1

 Callaway Golf Announces 22% Increase in Sales for the Third Quarter
     Resulting in Record Sales for the First Nine Months of 2007

    CARLSBAD, Calif.--(BUSINESS WIRE)--Nov. 1, 2007--Callaway Golf
Company (NYSE:ELY) today announced its financial results for the third
quarter ended September 30, 2007. Highlights for the third quarter
include:

    -- Net sales of $235.5 million, an increase of 22% compared to
$193.8 million for the same period in 2006. These strong sales are
primarily the result of sales of Fusion drivers and X-series irons, as
well as increases in sales of accessories and golf balls.

    -- Fully diluted earnings per share of $0.02 on 67.6 million
shares outstanding compared to a loss per share of $0.18 on 67.0
million shares outstanding in 2006. The third quarter 2007 results
include a gain of approximately $0.03 per diluted share related to the
sale of a building.

    -- Fully diluted earnings per share include $0.04 of after-tax
charges for gross margin improvement initiatives. The third quarter of
2006 includes after-tax charges of $0.01 for the integration of
Top-Flite and $0.01 for the restructuring initiatives announced in
September 2005. Excluding these charges, the Company's pro forma fully
diluted earnings per share for the third quarter of 2007 would have
been $0.06 compared to a loss per share of $0.16 for the third quarter
of 2006.

    -- Gross profit for the third quarter of 2007 increased 39% to
$94.0 million (or 40% of net sales) compared to $67.7 million (or 35%
of net sales) for the third quarter of 2006. The increase in gross
profit as a percent of sales is primarily the result of the Company's
gross margin improvement initiatives announced in November, 2006 and
secondarily a more favorable mix of higher margin Fusion woods and
X-series irons products.

    -- Operating expenses for the third quarter of 2007 were $93.1
million (or 40% of net sales) compared to $84.6 million (or 44% of net
sales) in 2006. The dollar increase is primarily due to higher
marketing expenses, increased annual incentive compensation associated
with the improved financial results compared to 2006, higher legal
expenses to enforce the Company's intellectual property rights, and
higher selling expenses associated with increased sales, partially
offset by the gain recognized on the sale of a building.

    Highlights for the first nine months include:

    -- Net sales increased 13% to $950.2 million, a new record for the
Company. Net Sales were $838.0 million for the same period in 2006.

    -- Fully diluted earnings per share increased 110% to $1.03 on
68.4 million shares outstanding, as compared to $0.49 on 68.8 million
shares outstanding in 2006.

    -- Fully diluted earnings per share include after-tax charges of
$0.07 associated with the Company's gross margin improvement
initiatives. Results for the first nine months of 2006 include
after-tax charges of $0.04 for the integration of Top-Flite and $0.01
for restructuring. Excluding these charges, the Company's pro forma
fully diluted earnings per share for 2007 and 2006 would have been
$1.10 and $0.54 respectively, an increase of 104%.

    -- Gross profit for 2007 was $429.9 million (or 45% of net sales)
compared to $339.3 million (or 40% of net sales) for 2006. The
increase in gross profit is due to the positive results of the
Company's gross margin initiatives and a more favorable mix of higher
margin products.

    -- Operating expenses for 2007 were $311.0 million (or 33% of net
sales), compared to $281.1 million (or 34% of net sales) for 2006. The
dollar increase is primarily due to increased annual incentive
compensation associated with the improved financial results, higher
marketing expenses, increased legal expenses to enforce the Company's
intellectual property rights, and higher selling expenses associated
with the increase in sales.

    "We are very pleased with the results for the quarter and for the
first nine months of 2007," commented George Fellows, President and
CEO. "Year to date sales have increased 13% for a new record as a
result of strong consumer demand for our 2007 products, driven by our
Fusion drivers and X-series irons along with the successful launch of
the Top-Flite D2 golf ball. This growth has been across all of our
regions, a majority of which was driven by our international business
which is up 19% for the year."

    "Our gross margins as a percent of sales also continue to
improve," continued Mr. Fellows, "as we successfully execute the gross
margin improvement initiatives announced last November, with a
majority of the third quarter improvement resulting from these
efforts. We also reduced our third quarter inventory by $28 million
compared to last year, in line with our expectations, due to these
initiatives while maintaining and in many cases improving customer
service levels. "

    Business Outlook

    The Company estimates that its full year 2007 net sales will be in
the range of $1.095 to $1.105 billion compared to the previous
estimate of $1.070 to $1.080 billion. It is also estimated that the
2007 full year pro forma fully diluted earnings per share will be in
the range of $0.85 to $0.89 (on 68.0 million shares) compared to the
estimate provided last quarter of $0.78 to $0.84 (on 70.0 million
shares). Pro forma earnings exclude charges related to the Company's
gross margin improvement initiatives, currently estimated at $0.08 per
share for 2007, but include charges related to employee equity-based
compensation under FAS 123R.

    "We are raising our forecast to reflect the higher than expected
third quarter results," commented Brad Holiday, Chief Financial
Officer. "Our full year forecast continues to take into consideration
that the fourth quarter, due to seasonality, is typically our smallest
revenue quarter and also that unlike last year, there are very limited
new product introductions planned in the quarter. Overall we are very
pleased with our results to date and feel we are well on track in
achieving our three year targets we set earlier this year."

    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 8, 2007. The replay may be accessed through the
Internet at www.callawaygolf.com or by telephone by calling
1-800-475-6701 toll free for calls originating within the United
States or 320-365-3844 for International calls. The replay pass code
is 892455.

    Disclaimer: Statements used in this press release that relate to
future plans, events, financial results, performance or prospects,
including statements relating to estimated future sales and earnings,
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 sales and therefore earnings each year is therefore
based upon various unknowns including consumer acceptance and demand
for the Company's current or new products as well as future consumer
discretionary purchasing behavior. 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, the re-launch of the Top-Flite brand
or the implementation of future initiatives; adverse market and
economic conditions; 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, 2006, as well as other risks and
uncertainties detailed from time to time in the Company's reports on
Forms 10-K, 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 preliminary 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 integration of the Callaway Golf Company and Top-Flite Golf
Company operations, charges related to the September 2005
restructuring initiatives, and charges related to 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 supplemental financial information
attached to this release.

    Through an unwavering commitment to innovation, Callaway Golf
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(R),
Top-Flite(R), Odyssey(R) and Ben Hogan(R) brands. For more information
visit www.callawaygolf.com.



                        Callaway Golf Company
                Consolidated Condensed Balance Sheets
                            (In thousands)
                             (Unaudited)


                                            September 30, December 31,
                                                  2007         2006
                                            ------------- ------------


ASSETS
Current assets:
     Cash and cash equivalents                $    31,640  $    46,362
     Accounts receivable, net                     165,002      118,133
     Inventories, net                             213,902      265,110
     Deferred taxes                                39,488       32,813
     Income taxes receivable                            -        9,094
     Other current assets                          21,217       21,688
                                            ------------- ------------
        Total current assets                      471,249      493,200

Property, plant and equipment, net                127,103      131,224
Intangible assets, net                            173,948      175,159
Deferred taxes                                     28,193       18,821
Other assets                                       30,604       27,543
                                            ------------- ------------
                                              $   831,097  $   845,947
                                            ============= ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable and accrued expenses    $   113,553  $   111,360
     Accrued employee compensation and
      benefits                                     37,776       18,731
     Accrued warranty expense                      13,067       13,364
     Credit facilities                                932       80,000
     Other current liabilities                      4,436            -
                                            ------------- ------------
        Total current liabilities                 169,764      223,455

Long-term liabilities                              61,593       43,388

Minority interest                                   1,865        1,987

Shareholders' equity                              597,875      577,117
                                            ------------- ------------
                                              $   831,097  $   845,947
                                            ============= ============




                      Callaway Golf Company
                     Statements of Operations
              (In thousands, except per share data)
                           (Unaudited)


                                                Quarter Ended

                                                September 30,
                                           -----------------------
                                             2007          2006
                                           ---------     ---------

Net sales                                  $235,549 100% $193,763 100%
Cost of sales                               141,543  60%  126,058  65%
                                           ---------     ---------
Gross profit                                 94,006  40%   67,705  35%
Operating expenses:
     Selling                                 65,808  28%   56,949  29%
     General and administrative              19,394   8%   20,901  11%
     Research and development                 7,928   3%    6,788   4%
                                           ---------     ---------
Total operating expenses                     93,130  40%   84,638  44%
Income (loss) from operations                   876       (16,933) -9%
Other income (expense), net                   1,223   1%   (1,058)
                                           ---------     ---------
Income (loss) before income taxes             2,099   1%  (17,991) -9%
Income tax provision (benefit)                  830        (6,075)
                                           ---------     ---------
Net income (loss)                          $  1,269   1% $(11,916) -6%
                                           =========     =========

Earnings (loss) per common share:
     Basic                                 $   0.02        ($0.18)
     Diluted                               $   0.02        ($0.18)
Weighted-average shares outstanding:
     Basic                                   66,516        67,000
     Diluted                                 67,639        67,000


                                              Nine Months Ended

                                                September 30,
                                           -----------------------
                                             2007          2006
                                           ---------     ---------

Net sales                                  $950,173 100% $838,023 100%
Cost of sales                               520,321  55%  498,720  60%
                                           ---------     ---------
Gross profit                                429,852  45%  339,303  40%
Operating expenses:
     Selling                                222,009  23%  202,122  24%
     General and administrative              65,139   7%   59,226   7%
     Research and development                23,851   3%   19,786   2%
                                           ---------     ---------
Total operating expenses                    310,999  33%  281,134  34%
Income from operations                      118,853  13%   58,169   7%
Other expense, net                           (2,006)       (2,029)
                                           ---------     ---------
Income before income taxes                  116,847  12%   56,140   7%
Income tax provision                         46,103        22,656
                                           ---------     ---------
Net income                                 $ 70,744   7% $ 33,484   4%
                                           =========     =========

Earnings per common share:
     Basic                                 $   1.05      $   0.49
     Diluted                               $   1.03      $   0.49
Weighted-average shares outstanding:
     Basic                                   67,250        67,980
     Diluted                                 68,407        68,777




                        Callaway Golf Company
           Consolidated Condensed Statements of Cash Flows
                            (In thousands)
                             (Unaudited)


                                                   Nine Months Ended
                                                     September 30,
                                                  --------------------
                                                     2007      2006
                                                  ---------- ---------
Cash flows from operating activities:
 Net income                                       $  70,744  $ 33,484
 Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                   27,464    23,961
     Non-cash share-based compensation                8,207     9,611
     Deferred taxes                                   1,444    (3,573)
     (Gain) loss on disposal of assets               (3,425)    1,047
     Changes in assets and liabilities, net of
      effects from acquisition                       41,408   (35,969)
                                                  ---------- ---------
 Net cash provided by operating activities          145,842    28,561
                                                  ---------- ---------

Cash flows from investing activities:
 Capital expenditures                               (24,130)  (28,551)
 Proceeds from sale of capital assets                 5,491       468
 Investment in golf related venture                  (1,310)        -
 Business acquisition, net of cash acquired               -    (5,911)
                                                  ---------- ---------
 Net cash used in investing activities              (19,949)  (33,994)
                                                  ---------- ---------

Cash flows from financing activities:
 Issuance of common stock                            47,672     9,053
 Dividends paid, net                                (14,241)   (9,695)
 Acquisition of treasury stock                     (101,387)  (52,872)
 Tax benefit from exercise of stock option            4,537       805
 (Payments on) proceeds from credit facilities,
  net                                               (79,068)   60,000
 Other financing activities                            (122)      (16)
                                                  ---------- ---------
 Net cash (used in) provided by financing
  activities                                       (142,609)    7,275
                                                  ---------- ---------

Effect of exchange rate changes on cash and cash
 equivalents                                          1,994     1,178
                                                  ---------- ---------
Net (decrease) increase in cash and cash
 equivalents                                        (14,722)    3,020
Cash and cash equivalents at beginning of period     46,362    49,481
                                                  ---------- ---------
Cash and cash equivalents at end of period        $  31,640  $ 52,501
                                                  ========== =========




                        Callaway Golf Company
       Consolidated Net Sales and Operating Segment Information
                            (In thousands)
                             (Unaudited)



                                  Net Sales by Product Category
                                --------------------------------------
                                  Quarter Ended
                                  September 30,   Growth/(Decline)
                                ----------------- ----------------
                                  2007     2006   Dollars  Percent
                                -------- -------- -------- -------
Net sales:
     Woods                      $ 56,207 $ 43,718 $12,489     29%
     Irons (1)                    65,391   52,966  12,425     23%
     Putters                      21,590   22,954  (1,364)    -6%
     Golf balls                   49,045   42,700   6,345     15%
     Accessories and other (1)    43,316   31,425  11,891     38%
                                -------- -------- --------
                                $235,549 $193,763 $41,786     22%
                                ======== ======== ========





                                  ------------------------------------
                                    Nine Months Ended
                                      September 30,   Growth/(Decline)
                                    ----------------- ----------------
                                      2007     2006   Dollars  Percent
                                    -------- -------- -------- -------
Net sales:
     Woods                          $271,201 $227,157 $ 44,044     19%
     Irons (1)                       260,809  242,674   18,135      7%
     Putters                          88,122   85,145    2,977      3%
     Golf balls                      174,705  167,533    7,172      4%
     Accessories and other (1)       155,336  115,514   39,822     34%
                                    -------- -------- --------
                                    $950,173 $838,023 $112,150     13%
                                    ======== ======== ========


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




                                      Net Sales by Region
                               ---------------------------------------
                                 Quarter Ended
                                 September 30,    Growth/(Decline)
                               ------------------ ----------------
                                  2007     2006   Dollars  Percent
                               --------- -------- -------- -------
Net sales:
     United States              $124,321 $103,196  $21,125    20%
     Europe                       40,983   29,201   11,782    40%
     Japan                        25,154   23,236    1,918     8%
     Rest of Asia                 20,540   18,279    2,261    12%
     Other foreign countries      24,551   19,851    4,700    24%
                               --------- -------- --------
                                $235,549 $193,763  $41,786    22%
                               ========= ======== ========


                                    ----------------------------------
                                    Nine Months Ended
                                      September 30,   Growth/(Decline)
                                    ----------------- ----------------
                                      2007     2006   Dollars  Percent
                                    -------- -------- -------- -------
Net sales:
     United States                  $512,516 $470,828 $ 41,688      9%
     Europe                          167,290  133,622   33,668     25%
     Japan                            96,941   83,392   13,549     16%
     Rest of Asia                     69,006   60,828    8,178     13%
     Other foreign countries         104,420   89,353   15,067     17%
                                    -------- -------- --------
                                    $950,173 $838,023 $112,150     13%
                                    ======== ======== ========




                                 Operating Segment Information
                          --------------------------------------------
                             Quarter Ended
                             September 30,       Growth/(Decline)
                          ------------------- -----------------------
                              2007      2006   Dollars   Percent
                          --------- --------- --------------------
Net sales:
     Golf clubs           $186,504  $151,063  $   35,441   23%
     Golf balls             49,045    42,700       6,345   15%
                          --------- --------- ----------
                          $235,549  $193,763  $   41,786   22%
                          ========= ========= ==========

Income (loss) before provision for income taxes:
     Golf clubs           $ 16,689  $  6,570  $   10,119  154%
     Golf balls             (2,757)   (8,717)      5,960   68%
     Reconciling items (2) (11,833)  (15,844)      4,011   25%
                          --------- --------- ----------
                          $  2,099  $(17,991) $   20,090  112%
                          ========= ========= ==========



                        ----------------------------------------------
                          Nine Months Ended
                            September 30,        Growth/(Decline)
                        -------------------- -------------------------
                             2007      2006   Dollars     Percent
                        ---------- --------- -------------------------
Net sales:
     Golf clubs          $775,468  $670,490  $104,978          16%
     Golf balls           174,705   167,533     7,172           4%
                        ---------- --------- ---------
                         $950,173  $838,023  $112,150          13%
                        ========== ========= =========

Income (loss) before provision
 for income taxes:
     Golf clubs          $156,213  $101,931  $ 54,282          53%
     Golf balls             8,244    (1,781)   10,025         563%
     Reconciling items
      (2)                 (47,610)  (44,010)   (3,600)         -8%
                        ---------- --------- ---------
                         $116,847  $ 56,140  $ 60,707         108%
                        ========== ========= =========


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




                        Callaway Golf Company
                  Supplemental Financial Information
                (In thousands, except per share data)
                             (Unaudited)



                                       Quarter Ended September 30,
                                    ---------------------------------
                                                   2007
                                    ---------------------------------

                                    Pro Forma Gross Margin Total as
                                     Callaway  Improvement  Reported
                                       Golf    Initiatives
                                    ---------------------------------
Net sales                           $235,549     $     -  $235,549
Gross profit                          98,125      (4,119)   94,006
% of sales                                42%        n/a        40%
Operating expenses                    93,130           -    93,130
                                    --------- ----------- ---------
Income (loss) from operations          4,995      (4,119)      876
Other expense, net                     1,223           -     1,223
                                    --------- ----------- ---------
Income (loss) before income taxes      6,218      (4,119)    2,099
Income tax provision (benefit)         2,429      (1,599)      830
                                    --------- ----------- ---------
Net income (loss)                   $  3,789     $(2,520) $  1,269
                                    ========= =========== =========

Diluted earnings (loss) per share:  $   0.06     $ (0.04) $   0.02
Weighted-average shares
     outstanding:                     67,639      67,639    67,639



                                Quarter Ended September 30,
                    --------------------------------------------------
                                            2006
                    --------------------------------------------------

                     Pro Forma    Gross    Integra- Restruc-   Total
                      Callaway   Margin      tion    turing     as
                        Golf    Improvement Charges  Charges  Reported
                                Initiatives
                    --------------------------------------------------
Net sales            $193,763     $     -  $     -  $     -  $193,763
Gross profit           69,295        (349)  (1,195)     (46)   67,705
% of sales                 36%          -      n/a      n/a        35%
Operating expenses     83,564           -       79      995    84,638
                    ---------- ----------- -------- -------- ---------
Income (loss) from
 operations           (14,269)       (349)  (1,274)  (1,041)  (16,933)
Other expense, net     (1,058)                   -        -    (1,058)
                    ---------- ----------- -------- -------- ---------
Income (loss) before
 income taxes         (15,327)       (349)  (1,274)  (1,041)  (17,991)
Income tax provision
 (benefit)             (5,176)       (118)    (430)    (351)   (6,075)
                    ---------- ----------- -------- -------- ---------
Net income (loss)    $(10,151)    $  (231) $  (844) $  (690) $(11,916)
                    ========== =========== ======== ======== =========

Diluted earnings
 (loss) per share:   $  (0.16)    $ (0.00) $ (0.01) $ (0.01) $  (0.18)
Weighted-average shares
     outstanding:      67,000      67,000   67,000   67,000    67,000





                                     Nine Months Ended September 30,
                                    ---------------------------------
                                                   2007
                                    ---------------------------------

                                    Pro Forma Gross Margin Total as
                                     Callaway  Improvement  Reported
                                       Golf    Initiatives
                                    ---------------------------------
Net sales                           $950,173     $     -  $950,173
Gross profit                         437,327      (7,475)  429,852
% of sales                                46%        n/a        45%
Operating expenses                   310,999           -   310,999
                                    --------- ----------- ---------
Income (loss) from operations        126,328      (7,475)  118,853
Other expense, net                    (2,006)          -    (2,006)
                                    --------- ----------- ---------
Income (loss) before income taxes    124,322      (7,475)  116,847
Income tax provision (benefit)        49,015      (2,912)   46,103
                                    --------- ----------- ---------
Net income (loss)                   $ 75,307     $(4,563) $ 70,744
                                    ========= =========== =========

Diluted earnings (loss) per share:  $   1.10     $ (0.07) $   1.03
Weighted-average shares
     outstanding:                     68,407      68,407    68,407


                              Nine Months Ended September 30,
                    --------------------------------------------------
                                            2006
                    --------------------------------------------------

                     Pro Forma    Gross    Integra- Restruc-   Total
                      Callaway   Margin      tion    turing     as
                        Golf    Improvement Charges  Charges  Reported
                                Initiatives
                    --------------------------------------------------
Net sales            $838,023              $     -  $     -  $838,023
Gross profit          343,174        (349)  (3,366)    (156)  339,303
% of sales                 41%                 n/a      n/a        40%
Operating expenses    279,017                  672    1,445   281,134
                    ---------- ----------- -------- -------- ---------
Income (loss) from
 operations            64,157        (349)  (4,038)  (1,601)   58,169
Other expense, net     (2,029)                   -        -    (2,029)
                    ---------- ----------- -------- -------- ---------
Income (loss) before
 income taxes          62,128        (349)  (4,038)  (1,601)   56,140
Income tax provision
 (benefit)             24,825        (118)  (1,491)    (560)   22,656
                    ---------- ----------- -------- -------- ---------
Net income (loss)    $ 37,303     $  (231) $(2,547) $(1,041) $ 33,484
                    ========== =========== ======== ======== =========

Diluted earnings
 (loss) per share:   $   0.54     $ (0.00) $ (0.04) $ (0.01) $   0.49
Weighted-average shares
     outstanding:      68,777      68,777   68,777   68,777    68,777




Earnings Before Interest, Taxes, Depreciation and
 Amortization (EBITDA):


                            2007 Trailing Twelve Months EBITDA
                       --------------------------------------------
                                      Quarter Ended
                       --------------------------------------------
                       December   March   June   September
                           31,      31,    30,      30,
                         2006      2007    2007      2007   Total
                       --------- ------- ------- --------- --------
Net income (loss)      $(10,194) $32,836 $36,639   $ 1,269 $ 60,550
Interest expense
 (income), net              905    1,677   1,672        29    4,283
Income tax provision
 (benefit)              (10,948)  21,682  23,591       830   35,155
Depreciation and
 amortization expense     8,313    9,009   8,591     9,864   35,777
                       --------- ------- ------- --------- --------
EBITDA                 $(11,924) $65,204 $70,493   $11,992 $135,765
                       ========= ======= ======= ========= ========


                               2006 Trailing Twelve Months EBITDA
                           -------------------------------------------
                                          Quarter Ended
                           -------------------------------------------
                           December   March   June   September
                               31,      31,    30,      30,
                             2005      2006    2006    2006     Total
                           --------- ------- ------- --------- -------
Net income (loss)          $(18,664) $22,861 $22,539 $(11,916) $14,820
Interest expense (income),
 net                           (165)     533   1,522    1,132    3,022
Income tax provision
 (benefit)                  (14,361)  13,797  14,934   (6,075)   8,295
Depreciation and
 amortization expense         7,318    7,290   7,935    8,736   31,279
                           --------- ------- ------- --------- -------
EBITDA                     $(25,872) $44,481 $46,930 $ (8,123) $57,416
                           ========= ======= ======= ========= =======

    CONTACT: Callaway Golf Company
             Brad Holiday
             Patrick Burke
             Michele Szynal
             (760) 931-1771