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                                                                   Exhibit 10.53

                               FIRST AMENDMENT TO
              FIRST AMENDED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

      This First Amendment to First Amended Executive Officer Employment
Agreement ("First Amendment") is made effective as of March 1, 2003 by and
between CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company") and ROBERT
A. PENICKA ("Employee").

      A.    The Company and Employee are parties to that certain First Amended
Executive Officer Employment Agreement entered into as of June 1, 2002 (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.    Expenses and Benefits. Section 5(c)(ii) of the First Amended
Agreement is amended to read as follows:

            "(ii) receive, if Employee is insurable under usual underwriting
standards, term life insurance coverage on Employee's life, payable to whomever
Employee directs, in an amount equal to the greater of three (3) times
Employee's base salary or $1,240,000.00, not to exceed a maximum of
$1,500,000.00 in coverage, provided that Employee completes the required health
statement and application and that Employee's physical condition does not
prevent Employee from qualifying for such insurance coverage under reasonable
terms and conditions;"

      2.    Termination. Sections 8(a) and 8(c) of the First Amended Agreement
are amended as set forth below. Section 8(e), "Termination Due to Death," is
deleted, and Sections 8(f) and 8(g) are re-numbered to 8(e) and 8(f).

            "(a)  Termination at the Company's Convenience. Employee's
employment under this First Amended Agreement may be terminated by the Company
at its convenience at any time. In the event of a termination by the Company for
its convenience, Employee shall be entitled to receive (i) any compensation
accrued and unpaid as of the date of termination; and (ii) the immediate vesting
of all unvested stock options held by Employee as of the date of such
termination. In addition to the foregoing and subject to the provisions thereof,
Employee shall be entitled to Special Severance as described in Section 19 and
Incentive Payments as described in Section 20."

            "(c)  Termination by Employee for Substantial Cause. Employee's
employment under this First Amended Agreement may be terminated immediately by
Employee for substantial cause at any time. In the event of a termination by
Employee for substantial cause, Employee shall be entitled to receive (i) any
compensation accrued and unpaid as of the date of termination; and (ii) the
immediate vesting of all unvested stock options held by Employee as of the date
of such termination. In addition to the foregoing, and subject to the provisions
thereof, Employee shall be entitled to Special Severance as described in Section
19
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and Incentive Payments as described in Section 20. "Substantial cause" shall
mean for purposes of this subsection a material breach of this First Amended
Agreement by the Company."

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

      IN WITNESS WHEREOF, the parties have executed this First 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/ ROBERT A. PENICKA                     By: /s/ RONALD A. DRAPEAU
---------------------------                   ---------------------------------
Robert A. Penicka                             Ronald A. Drapeau
                                              Chairman of the Board, President
                                              and Chief Executive Officer

Dated:                                        Dated:
        ------------------------                      -----------------------



                                       2                       Robert A. Penicka