Sec Form 4 Filing - FELLOWS GEORGE @ CALLAWAY GOLF CO - 2011-06-29

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 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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1. Name and Address of Reporting Person FELLOWS GEORGE 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 2180 RUTHERFORD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2011 (Street) CARLSBAD, CA92008 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 06/29/2011 M 355,394 ( 1 ) ( 2 ) A $ 0 577,895 ( 3 ) D Common Stock 06/29/2011 F 130,358 ( 4 ) D $ 6.33 447,537 D Common Stock ( 5 ) 06/29/2011 M 467,179 ( 5 ) A $ 0 914,716 ( 5 ) D Common Stock 06/29/2011 D 467,179 ( 5 ) D $ 6.33 447,537 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 0 ( 6 ) 06/29/2011 M 355,395.79 ( 7 ) ( 8 ) ( 8 ) Common Stock 355,395.79 $ 0 0 D Phantom Stock Units ( 9 ) 06/29/2011 M 467,179 06/29/2011 06/29/2011 Common Stock 467,179 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELLOWS GEORGE 2180 RUTHERFORD ROAD CARLSBAD, CA92008 X President and CEO Signatures /s/ Brian P. Lynch Attorney-in-Fact for George Fellows under a Limited Power of Attorney dated August 1, 2005. 07/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects vesting of prior restricted stock unit grants, which were 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 grants. ( 2 )Reflects a deduction for cash paid in lieu of fractional shares upon the settlement of the restricted stock units. ( 3 )The amount of securities beneficially owned includes the reporting person's acquisition in exempt transactions of 3,201 shares of common stock acquired through dividend reinvestment and the Company's employee stock purchase plan since the date these holdings were last reported. ( 4 )The 130,358 shares reported in this line item represent the number of shares of restricted stock withheld by the Company to satisfy tax withholding requirements in connection with the vesting of the restricted stock unit. ( 5 )The Phantom Stock Units were settled in cash as per the terms of the award. For reporting purposes, however, the transaction is deemed to be a simultaneous acquisition and disposition of the underlying common stock and is reflected as such in this report. ( 6 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 7 )Per the terms of the reporting persons' separation from the Company, his restricted stock units have fully vested effective June 29, 2011 relating to the following grants: 73,700.40 restricted stock units which were originally scheduled to vest on December 15, 2011; 138,874.65 restricted stock units which were originally scheduled to vest on January 29, 2012 and 142,820.73 restricted stock units which were originally scheduled to vest on January 28, 2013. ( 8 )The restricted stock units vested in full on June 29, 2011. ( 9 )Each Phantom Stock Unit represents a contingent right to receive a cash payment equal to the value on the vesting date of one share of the Company's Common Stock.

Remarks: George Fellows resigned from his positions as a Director, President and Chief Executive Officer effective June 29, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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