Exhibit 24.1

                            Form of Power of Attorney

Each of Samuel H. Armacost, Ronald S. Beard, John C. Cushman, III, Yotaro
Kobayashi, Anthony S. Thornley and Richard L. Rosenfield executed a power of
attorney in the form below.


                            LIMITED POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that I,                 , 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 on Form S-8, and any and all amendments thereto, in
connection with the registration of (i) 8,000,000 shares of the Company's Common
Stock to be issued under the Company's 2004 Equity Incentive Plan and (ii) an
additional 4,000,000 shares of the Company's Common Stock to be issued under the
Company's Employee Stock Purchase 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 June ______, 2004.



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                                                            Name of Director