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                                                                   EXHIBIT 3.1.3

                           CERTIFICATE OF DESIGNATION

                                       of

                     SERIES A PARTICIPATING PREFERRED STOCK

                                       of

                               CALPINE CORPORATION

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                       ----------------------------------


               Calpine Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter called the
"Corporation"), hereby certifies that the following resolution was adopted by
the Board of Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on June 5, 1997:

               RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of the Corporation (hereinafter called the "Board of
Directors" or the "Board") in accordance with the provisions of the Certificate
of Incorporation, the Board of Directors hereby creates a series of Preferred
Stock, par value $0.001 per share (the "Preferred Stock"), of the Corporation
and hereby states the designation and number of shares, and fixes the relative
rights, preferences, and limitations thereof as follows:

               Series A Participating Preferred Stock:

               Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be One Hundred Thousand (100,000). Such number of shares may be
increased or decreased by resolution of the Board of Directors;


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provided, however, that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

               Section 2. Dividends and Distributions.

                (A) Subject to the rights of the holders of any shares of any
        series of Preferred Stock (or any similar stock) ranking prior and
        superior to the Series A Preferred Stock with respect to dividends, each
        holder of a share of Series A Preferred Stock, in preference to the
        holders of shares of Common Stock, par value $0.001 per share (the
        "Common Stock"), of the Corporation, and of any other junior stock,
        shall be entitled to receive, when, as and if declared by the Board of
        Directors out of funds legally available for the purpose, quarterly
        dividends payable in cash on the first day of March, June, September and
        December in each year (each such date being referred to herein as a
        "Quarterly Dividend Payment Date"), commencing on the first Quarterly
        Dividend Payment Date after the first issuance of a share or fraction of
        a share of Series A Preferred Stock, in an amount per share (rounded to
        the nearest cent) equal to, subject to the provision for adjustment
        hereinafter set forth, One Thousand (1,000) times the aggregate per
        share amount of all cash dividends, and One Thousand (1,000) times the
        aggregate per share amount (payable in kind) of all non-cash dividends
        or other distributions, other than a dividend payable in shares of
        Common Stock or a subdivision of the outstanding shares of Common Stock
        (by reclassification or otherwise), declared on the Common Stock since
        the immediately preceding Quarterly Dividend Payment Date or, with
        respect to the first Quarterly Dividend Payment Date, since the first
        issuance of a share or fraction of a share of Series A Preferred Stock.
        In the event the Corporation shall at any time declare or pay any
        dividend on the Common Stock payable in shares of Common Stock, or
        effect a subdivision or combination or consolidation of the outstanding
        shares of Common Stock (by reclassification or otherwise than by payment
        of a dividend in shares of Common Stock) into a greater or lesser number
        of shares of Common Stock, then in each such case the amount to which
        holders of shares of Series A Preferred Stock were entitled immediately
        prior to such event under clause (b) of the preceding sentence shall be
        adjusted by multiplying such amount by a fraction, the numerator of
        which is the number of shares of Common Stock outstanding immediately
        after such event and the denominator of which is the number of shares of
        Common Stock that were outstanding immediately prior to such event.

                (B) The Corporation shall declare a dividend or distribution on
        the shares of Series A Preferred Stock as provided in paragraph (A) of
        this Section 2 immediately after it declares a dividend or distribution
        on the Common Stock (other than a dividend payable in shares of Common
        Stock); provided, however, that, in the event no dividend or
        distribution shall have been declared on the Common Stock during the
        period between any Quarterly Distribution Date and the next subsequent
        Quarterly Dividend Payment Date,



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        a dividend of $1.00 per share of Series A Preferred Stock shall
        nevertheless be payable on such subsequent Quarterly Dividend Payment
        Date.

                (C) Dividends shall begin to accrue and be cumulative on each
        outstanding share of Series A Participating Preferred Stock from the
        Quarterly Dividend Payment Date next preceding the date of issue of such
        share of Series A Participating Preferred Stock, unless the date of
        issue of such share is prior to the record date for the first Quarterly
        Dividend Payment Date, in which case dividends on such share shall begin
        to accrue from the date of issue of such share, or unless the date of
        issue is a Quarterly Dividend Payment Date or is a date after the record
        date for the determination of holders of shares of Series A Preferred
        Stock entitled to receive a quarterly dividend and before such Quarterly
        Dividend Payment Date, in either of which events such dividends shall
        begin to accrue and be cumulative from such Quarterly Dividend Payment
        Date. Accrued but unpaid dividends shall not bear interest. Dividends
        paid on the shares of Series A Preferred Stock in an amount less than
        the total amount of such dividends at the time accrued and payable on
        such shares shall be allocated pro rata on a share-by-share basis among
        all such shares at the time outstanding. The Board of Directors may fix
        a record date for the determination of holders of shares of Series A
        Preferred Stock entitled to receive payment of a dividend or
        distribution declared thereon, which record date shall be not more than
        60 days prior to the date fixed for the payment thereof.

               Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                (A) Subject to the provision for adjustment hereinafter set
        forth, each share of Series A Preferred Stock shall entitle the holder
        thereof to One Thousand (1,000) votes on all matters submitted to a vote
        of the stockholders of the Corporation. In the event the Corporation
        shall at any time declare or pay any dividend on the Common Stock
        payable in shares of Common Stock, or effect a subdivision or
        combination or consolidation of the outstanding shares of Common Stock
        (by reclassification or otherwise than by payment of a dividend in
        shares of Common Stock) into a greater or lesser number of shares of
        Common Stock, then in each such case the number of votes per share to
        which holders of shares of Series A Preferred Stock were entitled
        immediately prior to such event shall be adjusted by multiplying such
        number by a fraction, the numerator of which is the number of shares of
        Common Stock outstanding immediately after such event and the
        denominator of which is the number of shares of Common Stock that were
        outstanding immediately prior to such event.

                (B) Except as otherwise provided herein, in any other
        Certificate of Designations creating a series of Preferred Stock or any
        similar stock, or by law, the holders of shares of Series A Preferred
        Stock and the holders of shares of Common Stock and any other capital
        stock of the Corporation having general voting rights shall vote
        together as one class on all matters submitted to a vote of stockholders
        of the Corporation.


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                (C) (i) If at any time dividends on any shares of Series A
                Preferred Stock shall be in arrears in an amount equal to six
                quarterly dividends thereon, then during the period (a "default
                period") from the occurrence of such event until such time as
                all accrued and unpaid dividends for all previous quarterly
                dividend periods and for the current quarterly dividend period
                on all shares of Series A Preferred Stock then outstanding shall
                have been declared and paid or set apart for payment, all
                holders of shares of Series A Preferred Stock, voting separately
                as a class, shall have the right to elect two (2) Directors.

                        (ii) During any default period, such voting rights of
                the holders of shares of Series A Preferred Stock may be
                exercised initially at a special meeting called pursuant to
                subparagraph (iii) of this Section 3(C) or at any annual meeting
                of stockholders, and thereafter at annual meetings of
                stockholders, provided that neither such voting rights nor any
                right of the holders of shares of Series A Preferred Stock to
                increase, in certain cases, the authorized number of Directors
                may be exercised at any meeting unless one-third of the
                outstanding shares of Preferred Stock shall be present at such
                meeting in person or by proxy. The absence of a quorum of the
                holders of Common Stock shall not affect the exercise by the
                holders of shares of Series A Preferred Stock of such rights. At
                any meeting at which the holders of shares of Series A Preferred
                Stock shall exercise such voting rights initially during an
                existing default period, they shall have the right, voting
                separately as a class, to elect Directors to fill up to two (2)
                vacancies in the Board of Directors, if any such vacancies may
                then exist, or, if such right is exercised at an annual meeting,
                to elect two (2) Directors. If the number which may be so
                elected at any special meeting does not amount to the required
                number, the holders of the Series A Preferred Stock shall have
                the right to make such increase in the number of Directors as
                shall be necessary to permit the election by them of the
                required number. After the holders of shares of Series A
                Preferred Stock shall have exercised their right to elect
                Directors during any default period, the number of Directors
                shall not be increased or decreased except as approved by a vote
                of the holders of shares of Series A Preferred Stock as herein
                provided or pursuant to the rights of any equity securities
                ranking senior to the Series A Preferred Stock.

                        (iii) Unless the holders of Series A Preferred Stock
                shall, during an existing default period, have previously
                exercised their right to elect Directors, the Board of Directors
                may order, or any stockholder or stockholders owning in the
                aggregate not less than 25% of the total number of the shares of
                Series A Preferred Stock outstanding may request, the calling of
                a special meeting of the holders of shares of Series A Preferred
                Stock, which meeting shall thereupon be called by the Secretary
                of the Corporation. Notice of such meeting and of any annual
                meeting at which holders of shares of Series A Preferred Stock
                are entitled to vote pursuant to this Section 3(C)(iii) shall be
                given to each holder of record of shares of Series A Preferred
                Stock by mailing a copy of such notice to such


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                holder at such holder's last address as the same appears on the
                books of the Corporation. Such meeting shall be called for a
                time not earlier than 20 days and not later than 60 days after
                such order or request or in default of the calling of such
                meeting within 60 days after such order or request, such meeting
                may be called on similar notice by any stockholder or
                stockholders owning in the aggregate not less than 25% of the
                total number of outstanding shares of Series A Preferred Stock.
                Notwithstanding the provisions of this Section 3(C)(iii), no
                such special meeting shall be called during the 60 days
                immediately preceding the date fixed for the next annual meeting
                of the stockholders.

                        (iv) During any default period, the holders of shares of
                Common Stock and shares of Series A Preferred Stock, and other
                classes or series of stock of the Corporation, if applicable,
                shall continue to be entitled to elect all the Directors until
                holders of the shares of Series A Preferred Stock shall have
                exercised their right to elect two (2) Directors voting as a
                separate class, after the exercise of which right (x) the
                Directors so elected by the holders of shares of Series A
                Preferred Stock shall continue in office until their successors
                shall have been elected by such holders or until the expiration
                of the default period, and (y) any vacancy in the Board of
                Directors may (except as provided in Section 3(C)(ii)) be filled
                by vote of a majority of the remaining Directors theretofore
                elected by the holders of the class of capital stock which
                elected the Director whose office shall have become vacant.
                References in this Section 3(C) to Directors elected by the
                holders of a particular class of capital stock shall include
                Directors elected by such Directors to fill vacancies as
                provided in clause (y) of the foregoing sentence.

                        (v) Immediately upon the expiration of a default period,
                (x) the right of the holders of shares of Series A Preferred
                Stock as a separate class to elect Directors shall cease, (y)
                the term of any Directors elected by the holders of shares of
                Series A Preferred Stock as a separate class shall terminate,
                and (z) the number of Directors shall be such number as may be
                provided for in the Certificate of Incorporation or by-laws
                irrespective of any increase made pursuant to the provisions of
                Section 3(C)(ii) (such number being subject, however, to change
                thereafter in any manner provided by law or in the Certificate
                of Incorporation or by-laws). Any vacancies in the Board of
                Directors effected by the provisions of clauses (y) and (z) in
                the preceding sentence may be filled by a majority of the
                remaining Directors.

                        (vi) The provisions of this Section 3(C) shall govern
                the election of Directors by holders of shares of Preferred
                Stock during any default period notwithstanding any provisions
                of the Certificate of Incorporation to the contrary, including,
                without limitation, the provisions of Article Sixth of the
                Certificate of Incorporation.


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                (D) Except as set forth herein, or as otherwise provided by law,
        holders of Series A Preferred Stock shall have no special voting rights
        and their consent shall not be required (except to the extent they are
        entitled to vote with holders of Common Stock as set forth herein) for
        taking any corporate action.

               Section 4. Certain Restrictions.

                (A) Whenever quarterly dividends or other dividends or
        distributions payable on the Series A Preferred Stock as provided in
        Section 2 are in arrears, thereafter and until all accrued and unpaid
        dividends and distributions, whether or not declared, on shares of
        Series A Preferred Stock outstanding shall have been paid in full, the
        Corporation shall not:

                        (i) declare or pay dividends, or make any other
                distributions, on any shares of stock ranking junior (either as
                to dividends or upon liquidation, dissolution or winding up) to
                the Series A Preferred Stock;

                        (ii) declare or pay dividends, or make any other
                distributions, on any shares of stock ranking on a parity
                (either as to dividends or upon liquidation, dissolution or
                winding up) with the Series A Preferred Stock, except dividends
                paid ratably on the shares of Series A Preferred Stock and all
                such parity stock on which dividends are payable or in arrears
                in proportion to the total amounts to which the holders of all
                such shares are then entitled;

                        (iii) redeem or purchase or otherwise acquire for
                consideration shares of any stock ranking junior (either as to
                dividends or upon liquidation, dissolution or winding up) to the
                Series A Preferred Stock, provided that the Corporation may at
                any time redeem, purchase or otherwise acquire shares of any
                such junior stock in exchange for shares of any stock of the
                Corporation ranking junior (either as to dividends or upon
                dissolution, liquidation or winding up) to the Series A
                Preferred Stock; or

                        (iv) redeem or purchase or otherwise acquire for
                consideration any shares of Series A Preferred Stock, or any
                shares of stock ranking on a parity with the Series A Preferred
                Stock, except in accordance with a purchase offer made in
                writing or by publication (as determined by the Board of
                Directors) to all holders of such shares upon such terms as the
                Board of Directors, after consideration of the respective annual
                dividend rates and other relative rights and preferences of the
                respective series and classes, shall determine in good faith
                will result in fair and equitable treatment among the respective
                series or classes.


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                (B) The Corporation shall not permit any subsidiary of the
        Corporation to purchase or otherwise acquire for consideration any
        shares of stock of the Corporation unless the Corporation could, under
        paragraph (A) of this Section 4, purchase or otherwise acquire such
        shares at such time and in such manner.

               Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Certificate of Incorporation, or in any other Certificate
of Designations creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

               Section 6. Liquidation, Dissolution or Winding Up.

               (A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received One Thousand Dollars
($1,000), per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment;
provided, however, that the holders of shares of Series A Preferred Stock shall
be entitled to receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to one thousand (1,000), times the
aggregate amount to be distributed per share to holders of shares of Common
Stock, or (2) to the holders of shares of stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except distributions made ratably on the Series A Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

               (B) In the event, however, that there are not sufficient assets
available to permit payment in full the Series A Liquidation Preference and the
liquidation preferences of all other series of Preferred Stock, if any, which
rank on a parity with the Series A Preferred Stock, then such remaining assets
shall be distributed ratably to the holders of such parity shares in proportion
to their respective liquidation preferences.


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               Section 7. Consolidation, Merger, etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to One Thousand (1,000) times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

               Section 8. No Redemption. The shares of Series A Preferred Stock
shall not be redeemable.

               Section 9. Rank. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

               Section 10. Amendment. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting
together as a single class.


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               IN WITNESS WHEREOF, this Certificate of Designation is executed
on behalf of the Corporation by its President and its corporate seal attested by
its Secretary this 16th day of June, 1997.


                         /s/ PETER CARTWRIGHT
                         ------------------------------------------------------
                         Name:  Peter Cartwright
                         Title: Chairman, President and Chief Executive Officer



Attest:

/s/ ANN B. CURTIS
---------------------------------
Name:          Ann B. Curtis
Title:     Senior Vice President
          and Corporate Secretary


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