FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KOENEKE MICHAEL S 		2. Issuer Name and Ticker or Trading Symbol

ASHWORTH INC [ ASHW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2765 LOKER AVENUE WEST 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2008
(Street)

CARLSBAD, CA 92010
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock   8/6/2008     A    33333   (1) (2) A $0.00   51533   D    
Common Stock                  200   (3) I   Controlled through control of the general partner of Knightspoint Partners II, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents 33,333 shares of restricted stock of the Company granted to Mr. Koeneke in connection with his election as Chairman of the Board. The restrictions on all shares of such restricted stock shall lapse on August 6, 2009, assuming continued service by Mr. Koeneke as Chairman for the one-year period from August 6, 2008 to August 6, 2009. In the event that Mr. Koeneke is involuntarily removed as Chairman of the Board prior to the one-year anniversary of his initial election as Chairman, the restrictions on all shares of the restricted stock shall lapse on August 6, 2009 if Mr. Koeneke continues to serve as a Director of the Company for that one-year period. The restrictions on all shares of the restricted stock shall automatically and immediately lapse in the event of a change of control of the Company.
( 2)  Except as provided above in the context of a change in control, if Mr. Koeneke ceases to be a Director of the Company during the one-year period after August 6, 2008, the restrictions on 8,333 shares of the restricted stock shall, at Mr. Koeneke's option, immediately lapse for each full 3-month period he served as a Director during such one-year period, and all remaining shares of the restricted stock subject to restrictions may, at the Company's option, be repurchased by the Company for the aggregate sum of ten dollars ($10.00).
( 3)  These shares are indirectly controlled through control of the general partner of Knightspoint Partners II, L.P., the beneficial owner of these Ashworth shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KOENEKE MICHAEL S
2765 LOKER AVENUE WEST
CARLSBAD, CA 92010 		X



Signatures
Halina Balys as attorney-in-fact for Michael S. Koeneke 8/8/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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