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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thomas Jennifer L.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2013		 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)
Chief Accounting Officer
 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 8,548
D
 

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) 01/29/2012(1) 01/29/2019 Common Stock 10,552 $ 7.85 D  
Non-Qualified Stock Option (right to buy) 01/28/2013(1) 01/28/2020 Common Stock 8,797 $ 7.53 D  
Non-Qualified Stock Option (right to buy)   (2) 01/27/2021 Common Stock 8,503 $ 7.51 D  
Non-Qualified Stock Option (right to buy)   (3) 02/01/2023 Common Stock 12,438 $ 6.52 D  
Stock Appreciation Rights (SARs) (4)   (5) 01/27/2017 Common Stock 15,684 $ 6.69 D  
Phantom Stock Units (6) 01/27/2014 01/27/2014 Common Stock 3,329 $ 0 D  
Phantom Stock Units (6) 01/27/2015 01/27/2015 Common Stock 2,491 $ 0 D  
Restricted Stock Units (7) 02/01/2016 02/01/2016 Common Stock 2,579.79 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas Jennifer L.
2180 RUTHERFORD ROAD
CARLSBAD, CA 92008		       Chief Accounting Officer  

Signatures

/s/ Bradley J. Holiday Attorney-in-Fact for Jennifer L. Thomas under a Limited Power of Attorney dated May 20, 2013. 05/22/2013
**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: 2,835 shares on 01/27/2012; 2,834 shares on 01/27/2013; and 2,834 shares on 01/27/2014.
(3) This stock option is scheduled to vest as follows: 4,146 shares on 02/1/2014; 4,146 shares on 02/1/2015; and 4,146 shares on 02/1/2016.
(4) The recipient is entitled to a cash payment equal to the number of vested Stock Appreciation Rights being exercised multiplied by the excess of (1) the lesser of (a) the per share value of the Company's Common Stock as of the exercise date and (b) the Maximum FMV, which is defined as any day the per share value of the Company's Common Stock equals or exceeds three times the exercise price of the SARs, over (2) the per share exercise price of the SARs.
(5) These SARs are scheduled to vest as follows: 5,228 SARs vest on 01/27/2013; 5,228 SARs vest on 01/27/2014; and 5,228 SARs vest on 01/27/2015.
(6) 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.
(7) Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

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