EXHIBIT 4.2

                  STOCK OPTION AGREEMENT UNDER
          2002 EQUITY INCENTIVE PLANOF ADAMS GOLF, INC.


     STOCK OPTION AGREEMENT (this "Agreement") entered into as of
_______ between ADAMS GOLF, INC., a Delaware corporation (the
"Corporation"), and ___________________, an employee (as that
term is defined by the Corporation's  2002 Equity Incentive Plan
(the "Plan")) (the "Optionee," which term as used herein shall be
deemed to include any successor to the Optionee by will or by the
laws of descent and distribution, unless the context shall
otherwise require, as provided in the Plan).

     Pursuant to the  Plan, the Compensation Committee approved
the issuance to the Optionee, effective as of the date set forth
above, of a Non-qualified Stock Option to purchase up to an
aggregate of _____ shares of common stock, par value $.001, of
the Corporation (the "Common Stock"), at the exercise strike
price of $__ per share (the "Option Price") upon the terms and
conditions hereinafter set forth.  (Capitalized terms used herein
but not defined herein shall have the meaning ascribed to them in
the  Plan).

     NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as
follows:

     1.   OPTION; OPTION PRICE.  On behalf of the Corporation,
the Administering Body hereby grants as of the date of this
Agreement to the Optionee the option (the "Option") to purchase,
subject to the terms and conditions of this Agreement and the
provisions of the Plan (which is incorporated by reference herein
and which in all cases shall control in the event of any conflict
with the terms, definitions and provisions of this Agreement),
_____ shares of Common Stock of the Corporation at an exercise
strike price of $____ per share.  A copy of the  Plan has been
supplied to the Optionee, and the Optionee by executing this
Agreement hereby acknowledges receipt thereof.

     2.   TEN-YEAR TERM.  The term (the "Option Term") of the
Option shall commence on the date of this Agreement and shall
terminate on the tenth (10th) anniversary of the date of this
Agreement, unless such Option shall theretofore have been
terminated in accordance with the terms hereof or the provisions
of the Plan.

     3.   VESTING; RESTRICTIONS ON EXERCISE.

          (a)  Subject to the provisions of Sections 5 and 8
     hereof, and unless accelerated, as set forth in the Plan or
     as provided herein, the Option granted hereunder shall vest
     and become exercisable for the number of shares set forth
     opposite the dates noted below (the "Option Vesting
     Schedule").

                               Cumulative Number
                   Dates       of Vested Shares
               ------------   -------------------






          (b)  If the Corporation shall consummate any merger,
     consolidation or other reorganization involving a Change in
     Control (a "Reorganization") in which holders of shares of
     Common Stock are entitled to receive in respect of such
     shares any securities, cash or other consideration
     (including, without limitation, a different number of shares
     of Common Stock), the Option shall vest in its entirety and
     be exercisable, in accordance with the Plan and this
     Agreement, for the kind and amount of securities, cash
     and/or other consideration receivable upon such
     Reorganization by a holder of the same number of shares of
     Common Stock as are subject to the Option immediately prior
     to such Reorganization.  Any adjustments will be made to the
     terms of the Option in the sole discretion of the
     Administering Body as it may deem appropriate to give effect
     to the Reorganization.



                               -1-

<PAGE>

          (c)  Subject to the provisions of Sections 5 and 8
     hereof, shares as to which the Option becomes exercisable
     pursuant to the foregoing provisions may be purchased at any
     time thereafter prior to the expiration or termination of
     the Option.

     4.   TERMINATION OF OPTION.  If not terminated earlier under
some other provision of the plan or this Agreement, any
unexercised portion of the Option shall automatically and without
notice terminate and become null and void 30 days after the
Optionees last official date of employment as determined by the
company or board membership, as applicable.

     5.   PROCEDURE FOR EXERCISE.

          (a)  Subject to the requirements of Section 8, the
     Option may be exercised, from time to time, in whole or in
     part (but for the purchase of a whole number of shares
     only), by delivery of a written notice, a form of which has
     been attached as Annex A hereto (the "Notice"), from the
     Optionee to the Secretary of the Corporation, which Notice
     shall:

               (i)  state that the Optionee elects to exercise
          the Option;

               (ii) state the number of vested shares with
          respect to which the Option is being exercised (the
          "Optioned Shares");

              (iii)  state the date upon which the Optionee
          desires to consummate the purchase of the Optioned
          Shares (which date must be prior to the termination of
          such Option and no later than thirty (30) days after
          the date of receipt of such Notice);

               (iv) include any representations of the Optionee
          required under Section 8(c); and

               (v)  if the Option shall be exercised pursuant to
          Section 9 by any person other than the Optionee,
          include evidence to the satisfaction of the
          Administering Body of the right of such person to
          exercise the Option.

          (b)  Payment of the Option Price for the Optioned
     Shares shall be made in U.S. dollars by personal check, bank
     draft or money order payable to the order of the Corporation
     or by wire transfer.

          (c)  The Corporation shall issue a stock certificate in
     the name of the Optionee (or such other person exercising
     the Option in accordance with the provisions of Section 9)
     for the Optioned Shares as soon as practicable after receipt
     of the Notice and payment of the aggregate Option Price for
     such shares.

     6.   NO RIGHTS AS A STOCKHOLDER.  The Optionee shall have no
rights as a stockholder of the Corporation with respect to any
Optioned Shares until the date the Optionee or his nominee
(which, for purposes of this Agreement, shall include any third
party agent selected by the Administering Body to hold such
Option Shares on behalf of the Optionee), guardian or legal
representative is the holder of record of such Optioned Shares.

     7.   ADJUSTMENTS.

          (a)  If at any time while the Option is outstanding,
     (1) there shall be any increase or decrease in the number of
     issued and outstanding shares of Common Stock through the
     declaration of a stock split, spin-off, combination or
     exchange of shares of Common Stock or (2) the value of the
     outstanding shares of common stock is reduced by reason of
     an extraordinary cash dividend, then and in each such event
     appropriate adjustments shall be made in the number of
     shares and the exercise price per share covered by the
     Option, so that the same proportion of the Corporation's
     issued and outstanding shares of Common Stock shall remain
     subject to purchase at the same aggregate exercise price.




                               -2-

<PAGE>

          (b)  Except as otherwise expressly provided herein, the
     issuance by the Corporation of shares of its capital stock
     of any class, or securities convertible into shares of
     capital stock of any class, either in connection with a
     direct sale or upon the exercise of rights or warrants to
     subscribe therefore, or upon conversion of shares or
     obligations of the Corporation convertible into such shares
     or other securities, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of
     or exercise price of shares of Common Stock covered by the
     Option.

          (c)  Without limiting the generality of the foregoing,
     the existence of the Option shall not affect in any manner
     the right or power of the Corporation to make, authorize or
     consummate (i) any or all adjustments, recapitalizations,
     reorganizations or other changes in the Corporation's
     capital structure or its business; (ii) any merger or
     consolidation of the Corporation; (iii) any issue by the
     Corporation of debt securities, or preferred or preference
     stock that would rank above the shares of Common Stock
     covered by the Option; (iv) the dissolution or liquidation
     of the Corporation; (v) any sale, transfer or assignment of
     all or any part of the assets or business of the
     Corporation; or (vi) any other corporate act or proceeding,
     whether of a similar character or otherwise.

     8.   ADDITIONAL PROVISIONS RELATED TO EXERCISE.

          (a)  The Option shall be exercisable only in accordance
     with this Agreement and the terms of the Plan, including the
     provisions regarding the period when the Option may be
     exercised and the number of shares of Common Stock that may
     be acquired upon exercise.

          (b)  The Option may not be exercised as to less than
     one hundred (100) shares of Common Stock at any one time
     unless less than one hundred (100) shares of Common Stock
     remain to be purchased upon the exercise of the Option.

          (c)  To exercise the Option, the Optionee shall follow
     the provisions of Section 5 hereof.  Upon the exercise of
     the Option at a time when there is not in effect a
     registration statement under the Securities Act of 1933, as
     amended (the "Securities Act") relating to the shares of
     Common Stock issuable upon exercise of the Option, the
     Administering Body in its discretion may, as a condition to
     the exercise of the Option, require the Optionee (i) to
     represent in writing that the shares of Common Stock
     received upon exercise of the Option are being acquired for
     investment and not with a view to distribution and (ii) to
     make such other representations and warranties as are deemed
     appropriate by counsel to the Corporation.  No Option may be
     exercised and no shares of Common Stock shall be issued and
     delivered upon the exercise of the Option unless and until
     the Corporation and/or the Optionee shall have complied with
     all applicable federal or state registration, listing and/or
     qualification requirements and all other requirements of law
     or of any regulatory agencies having jurisdiction.

          (d)  Stock certificates representing shares of Common
     Stock acquired upon the exercise of the Option that have not
     been registered under the Securities Act shall, if required
     by the Administering Body, bear an appropriate legend which
     may, at the discretion of the Administering Body, take the
     following form:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED (THE "ACT").  THEY MAY NOT BE
          SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
          THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
          AS TO THE SECURITIES UNDER THE ACT OR PURSUANT TO
          AN EXEMPTION FROM REGISTRATION OR AN OPINION OF
          COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH
          REGISTRATION IS NOT REQUIRED."

          (e)  The exercise of each Option and the issuance of
     shares in connection with the exercise of an Option shall,
     in all cases, be subject to each of the following
     conditions: (i) compliance with the terms of the  Plan and
     this Agreement, (ii) the satisfaction of withholding tax or
     other withholding liabilities, (iii) as necessary, the
     listing, registration or qualification of any to-be-issued
     shares upon any securities exchange,



                               -3-

<PAGE>

     The Nasdaq Stock Market or other trading or quotation system
     or under any federal or state law and (iv) the consent or
     approval of any regulatory body. The Administering Body
     shall in its sole discretion determine whether one or more
     of these conditions are necessary or desirable to be
     satisfied in connection with the exercise of an Option and
     prior to the delivery or purchase of shares pursuant to the
     exercise of an Option. The exercise of an Option shall not
     be effective unless and until such condition(s) shall have
     been satisfied or the Administering Body shall have waived
     such conditions, in its sole discretion.

     9.   RESTRICTION ON TRANSFER.  The Option may not be
assigned or transferred except by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations
order as defined in the IRC, and may be exercised during the
lifetime of the Optionee only by the Optionee or the Optionee's
guardian or legal representative or assignee pursuant to a
qualified domestic relations order.  If the Optionee dies, the
Option shall thereafter be exercisable, during the period
specified in Section 4(a)(i), by his executors or administrators
or by a person who acquired the right to exercise such Option by
bequest or inheritance to the full extent to which the Option was
exercisable by the Optionee at the time of his death.  If the
Optionee becomes inflicted with a Permanent Disability, the
Option shall thereafter be exercisable, during the period
specified in Section 4(a) (i), by his legal representatives to
the full extent to which the Option was exercisable by the
Optionee at the time of his Permanent Disability. The Option
shall not be subject to execution, attachment or similar process.
Any attempted assignment or transfer of the Option contrary to
the provisions hereof, and the levy of any execution, attachment
or similar process upon the Option, shall be null and void and
without effect.

     10.  NOTICES.  All notices or other communications which are
required or permitted hereunder shall be in writing and
sufficient if (i) personally delivered, (ii) sent by nationally-
recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, return receipt requested,
addressed as follows:

          if to the Optionee, to the address set forth on the
          signature page hereto; and

          if to the Corporation, to:

               Adams Golf, Inc.
               300 Delaware Avenue, Suite 572
               Wilmington, Delaware 19801
               Attention:  Secretary

          with a copy to:

               Adams Golf, Ltd.
               c/o Adams Golf GP Corp.
               2801 E. Plano Parkway
               Plano, Texas 75074
               Attention: President

or to such other address as the party to who notice is to be
given may have furnished to each other party in writing in
accordance herewith.  Any such communication shall be deemed to
have been given (i) when delivered, if personally delivered,
(ii) on the first Business Day (as hereinafter defined) after
dispatch, if sent by nationally-recognized overnight courier and
(iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by
mail.  As used herein, "Business Day" means a day that is not a
Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not
required to be open.

     11.  NO WAIVER.  No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different
nature.



                               -4-

<PAGE>

     12.  OPTIONEE UNDERTAKING.  The Optionee hereby agrees to
take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable
judgment deem necessary or advisable in order to carry out one or
more of the obligations or restrictions imposed on the Optionee
pursuant to the express provisions of this Agreement.

     13.  MODIFICATION OF RIGHTS.  The rights of the Optionee are
subject to modification and termination in certain events as
provided in this Agreement and the  Plan.

     14.  GOVERNING LAW.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Delaware applicable to contracts made and to be wholly performed
therein.

     15.  COUNTERPARTS.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.

     16.  ENTIRE AGREEMENT.  This Agreement and the  Plan
constitute the entire agreement between the parties with respect
to the subject matter hereof, and supersede all previously
written or oral negotiations, commitments, representations and
agreements with respect thereto.

                              ADAMS GOLF, INC.


                              By:_______________________________
                              Name:_____________________________
                              Title:____________________________

                              OPTIONEE:


                              __________________________________
                              NAME

                              Address:___________________________
                                     ___________________________
                                     ___________________________


Annexes
-------

Annex A  -  Form of Exercise Notice






                               -5-

<PAGE>

                             ANNEX A
                             -------

                         EXERCISE NOTICE

Ladies/Gentlemen:

I hereby exercise my Stock Option to purchase _______ shares of
Common Stock of ADAMS GOLF, INC. at the option price of $______
per share as provided in the Stock Option Agreement dated the
_____ day of __________________.

I acknowledge that I previously received a copy of the  2002
Equity Incentive Plan of Adams Golf, Inc. and executed a Stock
Option Agreement, and I have carefully reviewed both documents.

I have considered the tax implications of my option and the
exercise thereof.  I hereby tender my personal check, bank draft
or money order payable to ADAMS GOLF, INC. in the amount of
$______ or, I have wire transferred $_______ to ADAMS GOLF, INC.,
which transfer shall be subject to the confirmation of receipt of
funds by the Corporation.  [If payment is to be made by wire
transfer, the Optionee should contact the Corporation's Chief
Financial Officer or Controller in advance to obtain wiring
instructions.]


________________________
Optionee
________________________
Date