8-K

UNITED STATES
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

April 7, 2004
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 of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2180 Rutherford Road
Carlsbad, CA 92008-7328
(Address of Principal Executive Offices)

(760) 931-1771
(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

	ITEM 5. Other Events and Regulation FD Disclosure.
	ITEM 7. Exhibits.
SIGNATURE
EXHIBIT 99.1

ITEM 5. Other Events and Regulation FD Disclosure.

     On April 7, 2004, the Board of Directors appointed Anthony S. Thornley to the Board of Directors of Callaway Golf Company to serve until the 2004 Annual Meeting of Shareholders. At the 2004 Annual Meeting of Shareholders, Mr. Thornley will stand for election to a full one-year term along with the other directors. At this time, Mr. Thornley has not been appointed to any Committees of the Board. However, it is expected that, if elected, he will be appointed to one or more Committees at the Board’s organizational meeting immediately following the Annual Meeting of Shareholders.

     A copy of the press release announcing Mr. Thornley’s appointment is attached as Exhibit 99.1.

ITEM 7. Exhibits.

     (c) Exhibits:

     The following exhibits are filed with this report on Form 8-K:

Exhibit No.	Description
99.1	Press release, dated April 7, 2004, captioned “Anthony S. Thornley Named to Callaway Golf Company’s Board of Directors.”

SIGNATURE

     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: April 14, 2004	CALLAWAY GOLF COMPANY
	By:	/s/  Steven C. McCracken
		Steven C. McCracken
		Senior Executive Vice President, Chief Legal Officer and Secretary

EX-99.1

EXHIBIT 99.1

Contact: Larry Dorman
Steve McCracken
(760) 931-1771

ANTHONY S. THORNLEY NAMED TO
CALLAWAY GOLF COMPANY’S BOARD OF DIRECTORS

     CARLSBAD, CA., April 7, 2004 – Callaway Golf Company (NYSE: ELY) today announced that Anthony S. Thornley has been appointed to the Company’s Board of Directors. He will begin serving immediately, and will stand for election to a full one-year term at the Company’s Annual Meeting in May. The addition of one new independent director expands the board to a total of eight members, including Chairman Ronald A. Drapeau, Lead Independent Director Ronald S. Beard, Samuel H. Armacost, William C. Baker, John C. Cushman, III, Yotaro Kobayashi and Richard L. Rosenfield.

     Mr. Thornley currently is President and Chief Operating Officer of QUALCOMM Incorporated, the San Diego-based company that pioneered and developed technologies used in wireless networks throughout much of the world. He has held those positions since February of 2002. He had previously served as QUALCOMM’s Chief Financial Officer since 1994, while also holding titles of Vice President, Senior Vice President and Executive Vice President. Prior to joining QUALCOMM, Mr. Thornley worked for Nortel for 16 years, serving in various financial and information systems management positions including Vice President of Public Networks, Vice President of Finance NT World Trade, and Corporate Controller Northern Telecom Limited. Before Nortel, Mr. Thornley worked for Coopers & Lybrand. Mr. Thornley received a Bachelor of Science degree in chemistry from Manchester University, England, and is qualified as a chartered accountant. He is an avid amateur golfer who represented England and Great Britain at the youth level. During his time at Manchester University, he was selected to the British Universities team and won the English Universities championship. He met his wife playing golf, and all four of their children are low handicap golfers.

     “Tony Thornley brings exceptional operational and financial experience to our Board,” commented Mr. Drapeau. “There are many areas where he will be able to contribute helpful guidance and input as a director. We are excited to have him join us.”

     Callaway Golf’s Bylaws mandate that the Company’s Board have between 6 and 15 members, of which the substantial majority must be independent. With the addition of Mr. Thornley, seven of the eight board members qualify as independent under applicable standards. For more on the Company’s Board of Directors, visit the Callaway Golf corporate governance website at http://www.callawaygolf.com/corporate/corp_gov.asp.

Callaway Golf Company makes and sells Big Bertha® Metal Woods and Irons, including ERC® Fusion® Drivers and Fairway Woods, Great Big Bertha® II Titanium Drivers and Fairway Woods, Great Big Bertha II 415 Titanium Drivers, Big Bertha Titanium Drivers and Big Bertha Stainless Steel Fairway Woods, Hawk Eye® VFT® Tungsten Injected™ Titanium Irons, Big Bertha Stainless Steel Irons, Steelhead X-16® and Steelhead X-16 Pro Series Stainless Steel Irons, the Game Enjoyment System™ of GES™ Golf Clubs, Callaway Golf Forged+ Wedges and Callaway Golf Forged Wedges, and Callaway Golf Tour Blue™ Putters. Callaway Golf Company also makes and sells Odyssey® Putters, including White Hot®, TriHot®, DFX®, Dual Force® and 2-Ball Putters. Callaway Golf Company makes and sells the Callaway Golf® HX® Tour balls, HX Blue and HX Red balls, Big Bertha™ Blue and Big Bertha Red balls, and the Warbird™ balls. Callaway Golf also owns and operates The Top-Flite Golf Company, a wholly owned subsidiary that includes the Top-Flite®, Strata® and Ben Hogan® brands. For more information about Callaway Golf Company, please visit our websites at www.callawaygolf.com, www.topflite.com and www.odysseygolf.com.