Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
THORNLEY ANTHONY S
   2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ELY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
06/05/2010
(Street)

CARLSBAD, CA 92008		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 06/05/2010   M     2,849.99 (2) 06/05/2010 06/05/2010 Common Stock 2,849.99 $ 0 0 (3) D  
Deferred Stock Units (4) 06/05/2010   M   2,849.99 (2)     (5)   (5) Common Stock 2,849.99 $ 0 2,849.99 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
THORNLEY ANTHONY S
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008		   X      

Signatures

 Brian P. Lynch Attorney-in-Fact for Anthony S. Thornley under a Limited Power of Attorney dated April 7, 2004.   06/08/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit represents a contingent right to receive one share of common stock.
(2) Reflects the vesting of a prior restricted stock unit grant (granted on June 5, 2007), which was previously reported on a Form 4, and additional restricted stock units accrued as a result of dividend equivalent rights paid by the Company pursuant to the terms of the grant, which were previously included on Form 4s. The reporting person elected to defer the receipt of shares of common stock payable upon vesting of the restricted stock units and therefore, upon vesting, the restricted stock units were converted to Deferred Stock Units instead of shares of common stock.
(3) The reporting person is the holder of other Restricted Stock Units as follows: 16,802 restricted stock units previously granted plus an additional 169.65 restricted stock units accrued as a result of dividend equivalent rights paid by the Company. Of the total number of restricted stock units beneficially owned by the reporting person, 3,919.63 restricted stock units are scheduled to vest on May 20, 2011, and 7,351.02 restricted stock units are scheduled to vest on May 19, 2012 and 5,701.00 restricted stock units are scheduled to vest on May 18, 2013. These restricted stock units are subject to (i) certain restrictions on transfer and (ii) forfeiture if the reporting person ceases to be a Director of the Company.
(4) Each deferred stock unit represents the right to receive one share of common stock on the dates specified in footnote 5.
(5) The Deferred Stock Units will be released as follows: 628 units will be released on July 1, 2010 and the remaining 2,082 units including any dividend accruals will be released on October 2, 2010.

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