8-K

                                  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


                                  June 6, 2006
                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, CA                   92008-7328
- --------------------------------------------------   -------------------------
     (Address of principal executive offices)               (Zip Code)

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



         (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 8.01         Other Events.

         On June 6, 2006, Callaway Golf Company issued a press release captioned
"Callaway Golf Company Declares Dividend and Announces Plans to Repurchase up to
an Additional $50 Million of Common Stock," announcing that the Board of
Directors authorized a new $50 million stock repurchase program. The press
release also announced that the Board of Directors declared a dividend of $.07
per share, payable July 6, 2006, to shareholders of record as of June 19, 2006.

         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 filed with this report on Form 8-K:

   Exhibit No. Description
   ----------  -----------
     99.1      Press  release,  dated June 6, 2006,  captioned,  "Callaway  Golf
               Company Declares Dividend and Announces Plans to Repurchase up to
               an Additional $50 Million of Common Stock."




                                   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:  June 6, 2006                 By:      /s/ George Fellows
                                             ----------------------
                                    Name:    George Fellows
                                    Title:   President and
                                             and Chief Executive Officer








                                  Exhibit Index

 Exhibit No. Description
 ----------  -----------
     99.1      Press  release,  dated June 6, 2006,  captioned,  "Callaway  Golf
               Company Declares Dividend and Announces Plans to Repurchase up to
               an Additional $50 Million of Common Stock."

EX-99.1

                                                                    Exhibit 99.1


         Callaway Golf Company Declares Dividend and Announces Plans to
           Repurchase up to an Additional $50 Million of Common Stock

    CARLSBAD, Calif.--(BUSINESS WIRE)--June 6, 2006--Callaway Golf
Company (NYSE:ELY) announced today that the Board of Directors has
authorized the Company to repurchase up to an additional $50.0 million
of the Company's common stock in open market or in private
transactions. The Company will assess market conditions and buying
opportunities from time to time and will make strategic repurchases as
appropriate. The repurchases will be made consistent with the terms of
the Company's credit facility which defines the amount of stock that
can be repurchased in any one year. The repurchase program will remain
in effect until completed or until terminated by the Board of
Directors.
    In November 2005, the Company had announced the implementation of
a $50 million stock repurchase program. To date, the Company has
repurchased under that program approximately 2.7 million shares at an
average cost of $15.99 for a total cost of approximately $42.9
million. With the new $50.0 million program announced today, the
Company has the aggregate authority to repurchase up to $57.1 million
of its common stock under these programs.
    The Company also announced that the Board of Directors declared a
dividend of $.07 per share, payable July 6, 2006, to shareholders of
record as of June 19, 2006.

    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.

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