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                                                                   EXHIBIT 10.13


                               FIRST AMENDMENT TO
                   FIRST AMENDED OFFICER EMPLOYMENT AGREEMENT

      This First Amendment to First Amended Officer Employment Agreement ("First
Amendment") is made effective as of October 6, 2003 by and between CALLAWAY GOLF
COMPANY, a Delaware corporation (the "Company") and JOHN MELICAN ("Employee").

      A.    The Company and Employee are parties to that certain First Amended
Officer Employment Agreement entered into as of March 1, 2003 (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.    Services. Section 2(a) of the First Amended Agreement is hereby
amended to read:

            "(a) Employee shall serve as Senior Vice President, Sales &
Marketing, of the Company. Employee's duties shall be the usual and customary
duties of the offices in which Employee serves. Employee shall report to such
person as the Chief Executive Officer shall designate. The Board of Directors
and/or the Chief Executive Officer of the Company may change employee's title,
position and/or duties at any time."

      2.    Compensation. Section 4(a) of the First Amended Agreement is hereby
amended to read:

            "(a) The Company agrees to pay Employee a base salary at the rate of
$300,000.00 per year, in equal installments in accordance with the Company's
current pay schedule."

      3.    Expenses and Benefits. Section 5(b) of the First Amended
Agreement is hereby amended to read:

            "(b) Paid Time Off. Employee shall accrue thirty (30) days of paid
time off annually. With the exception of the accrual of paid time off, all other
portions of the Paid Time Off Program, as stated in the Company's Employee
Handbook, as may be modified from time to time, shall govern Employee's paid
time off. The time off may be taken any time during the year subject to prior
approval by the Company, such approval not to be unreasonably withheld. The
Company reserves the right to pay Employee for unused, accrued paid time off
benefits in lieu of providing time off."

      4.    Termination. Sections 8(a), 8(c) and 8(d) of the First Amended
Agreement are hereby amended to read:

            "(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 that would have vested had
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Employee remained employed pursuant to this First Amended Agreement for a period
of twelve (12) months from the date of such termination. In addition to the
foregoing, 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 that would have
vested had Employee remained employed pursuant to this First Amended Agreement
for a period of twelve (12) months from the date of such termination. In
addition to the foregoing, Employee shall be entitled to Special Severance as
described in Section 19 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."

            "(d) Termination Due to Permanent Disability. Subject to all
applicable laws, Employee's employment under this First Amended Agreement may be
terminated immediately by the Company in the event Employee becomes permanently
disabled. Permanent disability shall be defined as Employee's failure to perform
or being unable to perform all or substantially all of Employee's duties under
this First Amended Agreement for a continuous period of more than six (6) months
on account of any physical or mental disability, either as mutually agreed to by
the parties or as reflected in the opinions of three qualified physicians, one
of which has been selected by the Company, one of which has been selected by
Employee, and one of which has been selected by the two other physicians
jointly. In the event of a termination by the Company due to Employee's
permanent disability, Employee shall be entitled to (i) any compensation accrued
and unpaid as of the date of termination; (ii) severance payments equal to
Employee's then current base salary at the same rate and on the same schedule as
in effect at the time of termination for a period of twelve (12) months from the
date of termination; (iii) the immediate vesting of outstanding but unvested
stock options held by Employee as of such termination date in a prorated amount
based upon the number of days in the option vesting period that elapsed prior to
Employee's termination; (iv) the payment of premiums owed for COBRA insurance
benefits for a period of twelve (12) months from the date of termination; and
(v) no other severance. The Company shall be entitled to take, as an offset
against any amounts due pursuant to subsections (i) and (ii) above, any amounts
received by Employee pursuant to disability or other insurance, or similar
sources, provided by the Company."

      5.    Special Severance. Section 19(a) of the First Amended Agreement
is hereby amended to read:

            "(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 of twelve (12) months from the date of termination; (ii) the
payment of premiums owed for COBRA insurance benefits for a period of twelve
(12) months from the date of termination; and (iii) no other severance."

      6.    Incentive Payments. Section 20(a) of the First Amended Agreement
is hereby amended to read:

            "(a) Terms and Conditions. Incentive Payments shall be equal to
one-half of Employee's then-current base salary at the rate and on the same
payment schedule in effect at the time of termination for a period of twelve
(12) months from the date of termination. 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


                                       2                            John Melican
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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."

      7.    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/ JOHN F. MELICAN                      By:   /s/ RONALD A. DRAPEAU
-------------------------------------          ---------------------------------
John Melican                                   Ronald A. Drapeau
                                               Chairman of the Board,
                                               Chief Executive Officer


Dated:           10/30/03               Dated:           11/11/03
       ------------------------------          ---------------------------------


                                       3                            John Melican