FIRST AMENDMENT TO CHAIRMAN AND FOUNDER EMPLOYMENT AGREEMENT

                                                                EXHIBIT 10.2

                               FIRST AMENDMENT TO
                    CHAIRMAN AND FOUNDER EMPLOYMENT AGREEMENT


      This First Amendment to Chairman and Founder Employment Agreement ("First
Amendment") is effective as of December 31, 1999 by and between CALLAWAY GOLF
COMPANY, a Delaware corporation (the "Company") and XXX XXXXXXXX ("Xx.
Xxxxxxxx").

      A. The Company and Xx. Xxxxxxxx are parties to a certain Chairman and
Founder Employment Agreement entered into as of January 1, 1997 (the
"Agreement").

      B. The Company and Xx. Xxxxxxxx are in negotiations regarding a new
employment agreement, and desire to keep the current Agreement in effect until
such time as a new employment agreement is finalized.

      C. In light of the foregoing, the Company and Xx. Xxxxxxxx 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 Xx.
Xxxxxxxx hereby agree as follows:

      1. Section 1 of the Agreement is hereby amended to read as follows:

         "TERM. The Company hereby employs Xx. Xxxxxxxx and Xx. Xxxxxxxx hereby
         accepts employment pursuant to the terms and provisions of this
         Agreement for the term commencing January 1, 1997 and terminating March
         31, 2000, unless this Agreement is earlier terminated as hereinafter
         provided. Unless such employment is earlier terminated, upon the
         expiration of the term of this Agreement, Xx. Xxxxxxxx'x status shall
         be one of at will employment."

      2. 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 Xx. Xxxxxxxx have caused this First
Amendment to be executed effective as of the date set forth above.

XX. XXXXXXXX                            COMPANY

                                        Callaway Golf Company,
                                        a Delaware corporation



/s/ Xxx Xxxxxxxx                        By:   /s/ Xxxxxxx X. Yash
---------------------                      ----------------------------
Xxx Xxxxxxxx                               Xxxxxxx X. Yash, President

Dated:  1/4/00                           Dated:  1/7/00