Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hocknell Alan
 2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2012		 3. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ELY]
(Last)
(First)
(Middle)
2180 RUTHERFORD ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Research & Development
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARLSBAD, CA 92008		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 21,760
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 01/30/2007(1) 01/30/2014 Common Stock 5,000 $ 17.91 D  
Non-Qualified Stock Option (right to buy) 10/15/2007(1) 10/15/2014 Common Stock 1,666 $ 9.88 D  
Non-Qualified Stock Option (right to buy) 01/18/2008(1) 01/18/2015 Common Stock 8,333 $ 12.94 D  
Non-Qualified Stock Option (right to buy) 01/27/2009(1) 01/27/2016 Common Stock 7,919 $ 15.04 D  
Non-Qualified Stock Option (right to buy) 01/16/2010(1) 01/16/2017 Common Stock 8,650 $ 14.37 D  
Non-Qualified Stock Option (right to buy) 01/14/2011(1) 01/14/2018 Common Stock 8,369 $ 14.92 D  
Non-Qualified Stock Option (right to buy) 01/29/2012(1) 01/29/2019 Common Stock 28,142 $ 7.85 D  
Non-Qualified Stock Option (right to buy)   (2) 01/28/2020 Common Stock 41,051 $ 7.53 D  
Non-Qualified Stock Option (right to buy)   (3) 01/27/2021 Common Stock 59,518 $ 7.51 D  
Stock Appreciation Rights (SARs)   (4) 01/27/2017 Common Stock 109,789 $ 6.69 D  
Phantom Stock Units (5) 12/29/2012 12/29/2012 Common Stock 22,236 $ 0 D  
Phantom Stock Units (5) 01/27/2014 01/27/2014 Common Stock 23,302 $ 0 D  
Phantom Stock Units (5) 01/27/2015 01/27/2015 Common Stock 17,437 $ 0 D  
Restricted Stock Units (6) 01/28/2013 01/28/2013 Common Stock 15,752.23 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hocknell Alan
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008		       SVP, Research & Development  

Signatures

/s/ Brian P. Lynch Attorney-in-Fact for Alan Hocknell under a Limited Power of Attorney dated November 30, 2012. 12/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The option became exercisable in full on the date set forth above under " Exercisable Date".
(2) This stock option is scheduled to vest as follows: 13,684 shares on 01/28/2011; 13,684 shares on 01/28/2012; and 13,683 shares on 01/28/2013.
(3) This stock option is scheduled to vest as follows: 19,840 shares on 01/27/2012; 19,839 shares on 01/27/2013; and 19,839 shares on 01/27/2014.
(4) These Stock Appreciation Rights are scheduled to vest as follows: 36,597 SARs vest on 01/27/2013; 36,596 SARs vest on 01/27/2014; and 36,596 SARs vest on 01/27/2015.
(5) Upon vesting, the recipient is entitled to a cash payment for each unit equal to the value on the vesting date of one share of the Company's Common Stock.
(6) Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.