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                                                                   EXHIBIT 10.56

                               THIRD AMENDMENT TO
              FIRST AMENDED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT


         This Third Amendment to the First Amended Executive Officer Employment
Agreement ("Third Amendment") is made effective as of March 30, 2005 by and
between CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company"), and
BRADLEY J. HOLIDAY ("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, and as further
amended by a Second Amendment effective as of September 15, 2003 (as amended,
the "First Amended Agreement").

     B. The  Company and  Employee  desire to amend  further  the First  Amended
Agreement pursuant to Section 15 thereof, 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  19(a) of the First  Amended  Agreement  is amended to read as
          follows:

          "(a) AMOUNT. Special Severance shall consist of (i) severance payments
          equal to one-half of Employee's then current base salary at the same
          rate and on the same payment schedule as in effect at the time of
          termination for a period equal to the greater of twenty-four (24)
          months from the date of termination or the remainder of any Renewal
          Term; (ii) the payment of premiums owed for COBRA insurance benefits
          for a period of time equal to the maximum time allowable under COBRA,
          but not to exceed twenty-four (24) months in any event; and (iii) no
          other severance."

     2.   Section  20(a) of this First  Amended  Agreement is amended to read as
          follows:

          "(a) TERMS AND CONDITIONS. Subject to the requirements set forth in
          this Section, Employee shall be eligible for Incentive Payments in the
          event that Employee is terminated by the Company without substantial
          cause pursuant to Sections 8(a) or 9(a), or terminates employment for
          good reason pursuant to Section 8(c). Incentive Payments shall be
          equal to one-half of Employee's then-current base salary paid at the
          rate and on the same payment schedule as in effect at the time of
          termination for a period of time equal to the greater of twenty-four
          (24) months from the date of termination or the remainder of any
          Renewal Term. Incentive Payments shall be conditioned upon Employee
          choosing not to engage (whether as an owner, employee, agent,
          consultant, or in any other capacity) in any business or venture that
          competes with the business of the Company or any of its affiliates. If
          Employee chooses to engage in such activities, then the Company shall
          have no obligation to make Incentive Payments for the period of time
          during which Employee chooses to do so."

     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.
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     IN WITNESS WHEREOF, the parties have executed this Third Amendment to be
effective as of the date first written above.

EMPLOYEE                                      COMPANY

                                              Callaway Golf Company,
                                              a Delaware corporation


                                           By:
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Bradley J. Holiday                             William C. Baker
                                               Chairman of the Board and CEO