FIRST AMENDMENT TO EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

   1
                                                                    EXHIBIT 10.2



                               FIRST AMENDMENT TO
                     EXECUTIVE OFFICER EMPLOYMENT AGREEMENT


        This First Amendment to Executive Officer Employment Agreement ("First
Amendment") is effective as of November 13, 2000 by and between CALLAWAY GOLF
COMPANY, a Delaware corporation (the "Company") and ▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇.
▇▇▇▇▇▇▇▇").

        A. The Company and ▇▇. ▇▇▇▇▇▇▇▇ are parties to a certain Executive
Officer Employment Agreement entered into as of January 1, 2000 (the
"Agreement").

        B. In light of certain development, the Company and ▇▇. ▇▇▇▇▇▇▇▇ desire
to amend the Agreement, pursuant to Section 16 of the 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 ▇▇. ▇▇▇▇▇▇▇▇ hereby agree as follows:

        1. Section 2(a) of the Agreement is hereby amended to read as follows:

                      (a) ▇▇. ▇▇▇▇▇▇▇▇ shall serve as Chief Executive Officer
        and President of Callaway Golf Company until such time as he chooses to
        retire from one or both positions. Upon his retirement as Chief
        Executive Officer of Callaway Golf Company, ▇▇. ▇▇▇▇▇▇▇▇ shall assume
        the title of Founder of Callaway Golf Company and Chief Executive
        Officer Emeritus. ▇▇. ▇▇▇▇▇▇▇▇'▇ duties shall be the usual and customary
        duties of the offices in which he serves. As Founder of the Company and
        CEO Emeritus, ▇▇. ▇▇▇▇▇▇▇▇ shall advise and consult with management on
        such matters as may be requested by the CEO or the Board. ▇▇. ▇▇▇▇▇▇▇▇
        shall report to the Board of Directors of Callaway Golf Company.

        2. This First Amendment is subject to the approval of the Compensation
and Management Succession Committee of the Board of Directors of the Company.
But for the amendment contained herein, and any other written amendments
properly executed by the parties, the Agreement shall otherwise remain
unchanged.

        IN WITNESS WHEREOF, the Company and ▇▇. ▇▇▇▇▇▇▇▇ have caused this First
Amendment to be executed effective as of the date set forth above.

▇▇. ▇▇▇▇▇▇▇▇                                COMPANY

                                            Callaway Golf Company,
                                            a Delaware corporation



                                            By:
-----------------------------------            ---------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇