8-K

 
                      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

                              SEPTEMBER 12, 1997
               Date of report (Date of earliest event reported)

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

       CALIFORNIA                  1-10962                     95-3797580
(State or Other Jurisdiction      (Commission                (I.R.S. Employer
     of Incorporation)           File Number)              Identification No.)

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

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


 
ITEM 5. OTHER EVENTS.

        On September 12, 1997, Callaway Golf Company, a California corporation 
(the "Company"), issued a press release announcing that Mr. Glenn Schmidt had 
rejoined the Company and that all disputes between Mr. Schmidt and the Company 
had been resolved, which press release is attached hereto as Exhibit 99.1 and 
incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (c) Exhibits.

            99.1 Press Release, dated September 12, 1997, of Callaway Golf 
Company.


 
                                  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: September 12, 1997                        CALLAWAY GOLF COMPANY
                                

                                                By: /s/ DONALD H. DYE
                                                   ----------------------------
                                                   Donald H. Dye
                                                   President and CEO

 
                                 EXHIBIT INDEX

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

    99.1              Press Release, dated September 12, 1997, of 
                      Callaway Golf Company.
 

EX-99.1

 
                                                                    EXHIBIT 99.1

                                                         Contact: Krista Mallory
                                                                  (760) 931-1771


                 GLENN SCHMIDT RE-JOINS CALLAWAY GOLF COMPANY
                           ALL DISPUTES ARE SETTLED

CARLSBAD, Calif./September 12, 1997/Donald H. Dye, President and CEO of Callaway
Golf Company (NYSE:ELY) announced today that Glenn Schmidt will immediately join
the Company as Assistant to the President for Creative Design. In his role Mr. 
Schmidt will report directly to Mr. Dye and will function as a creative design 
specialist for the Company's products including golf club shafts, club heads, 
golf balls, and raw materials formation.

        From 1990 until mid 1995, Glenn Schmidt was Vice President, Research and
Development, for Callaway Golf. As such, he was a major contributor to the 
Company's highly successful Big Bertha(R) lines of metal woods and irons.

        Don Dye stated, "We are very fortunate to again have the benefit of 
Glenn Schmidt's design genius. This rare talent will be applied across our 
widening range of golf products. From the time of the Company's very early days,
we have recognized and have been rewarded by Glenn Schmidt's highly unusual 
design and product development capabilities. It will be great to have his 
remarkable talents exclusively for the benefit of our Company again."

        Glenn Schmidt stated, "I am very happy to once again be associated with 
what I consider to be the best Company in golf. Since the early 1980's I have 
devoted my creative energies towards making Callaway Golf successful. I look 
forward to continuing with that effort for many years to come."

        Glenn Schmidt's new employment agreement ties him exclusively to 
Callaway Golf for at least the next six years.

        With this new agreement, the Company and Glenn Schmidt have reached a 
settlement of all former disputes and disagreements and substantially restored
to Glenn the value of unvested stock options which he lost as a result of the 
disputes. The settlement also provides for the one time payment of $12.0 million
to Mr. Schmidt. Additionally, he was granted options to purchase 600,000 shares 
of the Company's common stock at the current market price on the NYSE.

        Callaway Golf is the world's largest maker of premium golf clubs, 
including the Big Bertha lines of metal woods and irons. In 1996, Callaway Golf 
had sales of $678 million, and sales in the first half of 1997 reached $422 
million. Founded in 1982, the Company is headquartered in Carlsbad, California 
and employs, with its wholly owned subsidiaries, about 2,300 people. Callaway 
Golf Company products are distributed in more than 70 countries worldwide.

        For more information about Callaway Golf Company, please visit its web 
site on the internet at http://www.callawaygolf.com.