EXHIBIT 24.1

                           Form of Power of Attorney

Each of William C. Baker, Ronald S. Beard, Vernon E. Jordan, Jr., Yotaro
Kobayashi, and Richard L. Rosenfield executed a power of attorney in the form
below, except that his name was inserted where "[Name of Director]" appears.


                           LIMITED POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that I, [NAME OF DIRECTOR], a member of
the Board of Directors of Callaway Golf Company, a Delaware corporation (the
"Company"), with its principal executive offices in Carlsbad, California, do
hereby constitute, designate and appoint each of Steven C. McCracken and Bradley
J. Holiday, each of whom are executive officers of the Company, as my true and
lawful attorneys-in-fact, each with power of substitution, with full power to
act without the other and on behalf of and as attorney for me, for the purpose
of executing and filing with the Securities and Exchange Commission a
registration statement(s) on Form S-8, and any and all amendments thereto, in
connection with the registration of (i) an additional 1,500,000 shares of the
Company's Common Stock for the supplemental funding of the Company's 401(k)
Retirement Investment Plan and (ii) an additional 1,500,000 shares of the
Company's Common Stock for the supplemental funding of the Company's 1995
Employee Stock Incentive Plan, and to do all such other acts and execute all
such other instruments which said attorney may deem necessary or desirable in
connection therewith.

     I have executed this Limited Power of Attorney as of February __, 2002.


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                                        [NAME OF DIRECTOR]