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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Richards Leighton Edwin 2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2011 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) MD, S.E. Asia & South Pacific 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)	  (1)	06/01/2020	Common Stock	8,797	$ 8.04	D	Â
Restricted Stock Units	  (2)	  (2)	Common Stock	3,338.87	$ 0 (3)	D	Â
Phantom Stock Units	  (4)	  (4)	Common Stock	6,658	$ 0 (5)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Richards Leighton Edwin 2180 RUTHERFORD ROAD CARLSBAD, CA 92008	Â	Â	  MD, S.E. Asia & South Pacific	Â

Signatures

/s/ Brian P. Lynch Attorney-in-Fact for Leighton Edwin Richards under a Limited Power of Attorney dated July 25, 2011.		07/27/2011
**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)	This stock option is scheduled to vest as follows: 2,933 shares on 06/1/2011; 2,932 shares on 06/1/2012; and 2,932 shares on 06/1/2013.
(2)	The restricted stock units are scheduled to vest on June 1, 2013.
(3)	Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
(4)	The Phantom Stock Units are scheduled to vest on January 27, 2014.
(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.

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