Exhibit 4.8
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                    FIRST AMENDMENT TO CALLAWAY GOLF COMPANY
                       1995 EMPLOYEE STOCK PURCHASE PLAN


       This First Amendment (this "Amendment") to Callaway Golf Company 1995
Employee Stock Purchase Plan (the "Plan") is made effective as of April 17, 1997
by Callaway Golf Company, a California corporation (the "Company").

       A.  Callaway Golf Company established the Plan to provide to employees of
the Company and certain of its subsidiaries the opportunity to purchase the
Company's  common stock, $.01 par value per share ("Common Stock"); and

       B.  The Company's Board of Directors has, subject to the approval of the
Company's shareholders, approved and adopted an amendment to the Plan to
increase the number of shares of Common Stock that may be issued under the Plan
from 500,000 to 1,500,000 shares; and

       C.  The shareholders of the Company have approved and adopted an
amendment to the Plan to increase the number of shares of Common Stock that may
be issued under the Plan from 500,000 to 1,500,000 shares.

       NOW, THEREFORE, the Plan is amended as follows:

       1.  The first sentence of Section 3 of the Plan is hereby deleted and
replaced with the following:

       "There shall be reserved for issuance and purchase by Employees under the
     Plan an aggregate of 1,500,000 shares of Common Stock, subject to
     adjustment as provided in Section 14 below."

       2.  After the effective date of this Amendment, each reference in the
Plan to the "Plan" shall mean and refer to the Plan as amended hereby.  Except
as provided in this Amendment, the Plan and all related documents shall remain
in full force and effect and are ratified and confirmed.

       IN WITNESS WHEREOF, this First Amendment to the Plan has been executed as
of the date set forth above.

                                       CALLAWAY GOLF COMPANY


                                       By: /s/ DONALD H. DYE
                                          --------------------------------
                                          Donald H. Dye, President and CEO

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