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


                                  June 30, 2003
                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          (I.R.S. Employer
       of Incorporation)             File Number)        Identification No.)


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

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








ITEM 5.    OTHER EVENTS AND REGULATION FD DISCLOSURE.

     On June 30, 2003, Callaway Golf Company issued a press release captioned
"Callaway Golf Announces Acquisition of Top-Flite." A copy of the press release
is attached hereto as Exhibit 99.1.


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS.

           (c)    Exhibits:

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

      Exhibit No.          Description
      -----------          -----------
         99.1              Press release, dated June 30, 2003, captioned
                           "Callaway Golf Announces Acquisition of Top-Flite."


                                    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:  June 30, 2003                    CALLAWAY GOLF COMPANY



                                        By:  /s/ Steven C. McCracken
                                           ----------------------------------
                                             Steven C. McCracken
                                             Senior Executive Vice President,
                                             Chief Legal Officer and Secretary






                                  Exhibit Index

99.1     Press release, dated June 30, 2003, captioned "Callaway Golf Announces
         Acquisition of Top-Flite"

EX-99

                                                                 Exhibit 99.1

                Callaway Golf Announces Acquisition of Top-Flite

    CARLSBAD, Calif.--(BUSINESS WIRE)--June 30, 2003--Callaway Golf
Company (NYSE:ELY) today announced that it has entered into an
agreement with The Top-Flite Golf Company to purchase the major assets
associated with Top-Flite's business, including its manufacturing
facilities, the Top-Flite, Strata and Ben Hogan brands, and all
golf-related patents and trademarks. The assets will be acquired free
and clear of any existing debt and most other liabilities pursuant to
a Chapter 11 petition filed by the Top-Flite Company on June 30, 2003
and subject to approval by the U.S. Bankruptcy Court in Wilmington,
Delaware. The total price to be paid by Callaway Golf for the acquired
assets will be approximately $125 million, subject to certain
adjustments. Completion of the transaction is contingent upon, among
other things, the approval of the Bankruptcy Court and government
review under the Hart-Scott-Rodino Premerger Notification Act.
Top-Flite business operations will continue as usual during the
pendency of the bankruptcy proceedings. Top-Flite's international
operations are part of the sale but not part of the bankruptcy
process.
    Upon consummation of the acquisition, Callaway Golf will initiate
steps to consolidate its golf ball and golf club manufacturing and R&D
operations. Callaway Golf expects to incur charges to earnings of up
to $70 million, mostly non-cash, in connection with this process, with
the charges to be taken as incurred over the next several months.
    Ron Drapeau, Chairman, President and CEO of Callaway Golf, said,
"Our acquisition of the Top-Flite assets free from the significant
debt load that burdened the company should permit us to reverse the
recent decline of the Top-Flite brand in the golf ball marketplace. We
also believe that our consolidated golf ball operations will provide
Callaway Golf and its shareholders with the solution to the
profitability drain that has dogged our golf ball business since start
up. Moreover, the acquisition of the Top-Flite and Ben Hogan brands in
golf clubs permits us to participate in categories and channels where
the Callaway Golf brand has been absent or had little presence.
Overall, we see this as an opportunity to compete effectively in a
broad range of golf equipment business segments. We have every reason
to believe that we will receive all needed approvals to complete the
transfer of these Top-Flite assets to Callaway Golf later this year."
    Jim Craigie, CEO of Top-Flite said, "The proposed sale of our
assets to Callaway Golf will allow Top-Flite to emerge as a stronger
competitor, maximizing the value of our brands to the benefit of our
employees and other stakeholders. By becoming part of Callaway Golf we
can increase marketing support behind our well-known brands and
innovative technology, as proven by recent wins at the U.S. Open, the
Senior PGA Championship and the British Masters. We have the ultimate
respect for Callaway Golf's brand, market position, management team
and financial performance, and look forward to entrusting them with
these great brands and valuable assets going forward."
    Further details on the acquisition will be disclosed as the
process in Bankruptcy Court proceeds. Management plans to cover this
topic further during the regularly scheduled investor conference call
set for 5:00 p.m. EDT on July 17, 2003.

    Disclaimer: Statements used in this press release that relate to
future plans, events, financial results or performance, including
statements relating to the completion and timing of the acquisition of
The Top-Flite Golf Company, the bankruptcy court or Hart-Scott-Rodino
review or approval process, and the anticipated future performance and
benefits of the consolidated operations, are forward-looking
statements as defined under the Private Securities Litigation Reform
Act of 1995. These statements are based upon current information and
expectations. Actual results may differ materially from those
anticipated as a result of certain risks and uncertainties, including
but not limited to the uncertainties inherent in obtaining approval of
the bankruptcy court and government review under the Hart-Scott-Rodino
Premerger Notification Act and risks related to the golf industry and
the Company's business in general. For additional information
concerning risks related to the golf industry and the Company's
business in general, see Part I, Item 2, of the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003, 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.

    Callaway Golf Company makes and sells Big Bertha(R) Metal Woods
and Irons, including Great Big Bertha(R) II Titanium Drivers and
Fairway Woods, Big Bertha Steelhead(TM) III Stainless Steel Drivers
and Fairway Woods, Hawk Eye VFT Tungsten Injected(TM) Titanium Irons,
Big Bertha Stainless Steel Irons, Steelhead X-16(TM) and Steelhead
X-16 Pro Series Stainless Steel Irons, and Callaway Golf Forged
Wedges. Callaway Golf Company also makes and sells Odyssey(R) Putters,
including White Hot(R), TriHot(R), DFX(TM) and Dual Force(R) Putters.
Callaway Golf Company makes and sells the Callaway Golf(R) HX(R) Blue
and HX Red balls, the CTU 30(R) Blue and CTU 30 Red balls, the HX
2-Piece Blue and HX 2-Piece Red balls, the CB1(R) Blue and CB1 Red
balls, and the Warbird(TM) golf balls. For more information about
Callaway Golf Company, please visit our Web sites at
www.callawaygolf.com and www.odysseygolf.com.

    CONTACT: Callaway Golf Company
             Ron Drapeau / Brad Holiday / Larry Dorman
             760/931-1771