CALLAWAY GOLF CO /CA
EXHIBIT 10.61
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<TYPE>EX-10.61
<SEQUENCE>5
<FILENAME>a93334exv10w61.txt
<DESCRIPTION>EXHIBIT 10.61
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.61


                               SECOND AMENDMENT TO
              FIRST AMENDED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

      This Second Amendment to First Amended Executive Officer Employment
Agreement ("Second Amendment") is made effective as of September 15, 2003 by and
between CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company") and STEVEN
C. MCCRACKEN ("Employee").

      A. The Company and Employee are parties to that certain First Amended
Executive Officer Employment Agreement entered into as of June 1, 2002, as
amended by a First Amendment entered into as of March 1, 2003 (as amended, the
"First Amended Agreement").

      B. The Company and Employee desire to amend the First Amended Agreement
pursuant to Section 15 of the First Amended Agreement, in the manner set forth
herein.

      NOW, THEREFORE, in consideration of the foregoing and other consideration,
the value and sufficiency of which are hereby acknowledged, the Company and
Employee hereby agree as follows:

      1. Section 4(a) of the First Amended Agreement is amended to read as
follows:

            "(a) Effective September 15, 2003, the Company agrees to pay
            Employee a base salary at the rate of $550,000.00 per year, payable
            in equal increments in accordance with the Company's current pay
            schedule."

      2. But for the amendments contained herein, and any other written
amendments properly executed by the parties, the First Amended Agreement shall
otherwise remain unchanged.

      3. This Second Amendment is subject to the approval of the Board of
Directors of the Company or appropriate committee thereof.

      IN WITNESS WHEREOF, the parties have executed this Second Amendment on the
dates set forth below, to be effective as of the date first written above.

EMPLOYEE                                        COMPANY

                                                Callaway Golf Company,
                                                a Delaware corporation



/s/ STEVEN C. McCRACKEN                      By: /s/ RONALD A. DRAPEAU
------------------------                        --------------------------------
Steven C. McCracken                             Ronald A. Drapeau
                                                Chairman of the Board and Chief
                                                Executive Officer

Dated:      09-23-03                            Dated:      9/23/03
        ----------------------------                  --------------------------



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