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<TEXT>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 26, 2001


                               CALPINE CORPORATION

                            (A Delaware Corporation)

                        Commission File Number: 001-12079

                  I.R.S. Employer Identification No. 77-0212977


                           50 West San Fernando Street

                           San Jose, California 95113

                            Telephone: (408) 995-5115




<PAGE>


ITEM 5.       OTHER EVENTS

     On July 26, 2001,  Calpine  Corporation  announced  strong earnings for the
three and six months ended June 30, 2001,  reflecting the company's  outstanding
plant  performance and continued  expansion in key North American power markets.
Net income  from  recurring  operations  for the  quarter  was  $132.2  million,
representing  a 122%  increase  compared to net income of $59.5  million for the
second  quarter  of 2000.  After  nonrecurring  merger  costs of $0.07 per share
connected to the Encal merger,  second  quarter  profit was $107.7  million,  or
$0.32 per share.

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS

(a)     Not applicable.

(b)     Not applicable.

(c)     Exhibits.

          99.0 Press  release  dated July 26,  2001,  announcing  financial  and
          operating results for the three and six months ended June 30, 2001.


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                               CALPINE CORPORATION


                          By: /s/ Charles B. Clark, Jr.
                          -----------------------------
                              Charles B. Clark, Jr.
                          Vice President and Controller
                            Chief Accounting Officer
July 26, 2001


<PAGE>


EXHIBIT 99.0



NEWS RELEASE                                               Contact: 408/995-5115
                                       Media Relations:  Katherine Potter, X1168
                                        Investor Relations:  Rick Barraza, X1125

                     CALPINE REPORTS SECOND QUARTER 2001 EPS
                       OF $0.39 FROM RECURRING OPERATIONS

            Strong Earnings Expected to Continue for 2001 and Beyond


     (SAN  JOSE,  CALIF.)  July  26,  2001  -  San  Jose,  Calif.-based  Calpine
Corporation   [NYSE:CPN],   the  nation's  leading  independent  power  company,
announced  today  strong  earnings  for the three and six months  ended June 30,
2001,  reflecting  the company's  outstanding  plant  performance  and continued
expansion in key North American power markets.

     For the  quarter,  diluted  earnings  per share from  recurring  operations
(before the deduction of  nonrecurring  merger costs of $0.07 per share incurred
in  connection  with  the  Encal  Energy  Ltd.   (Encal)  pooling  of  interests
transaction)  were $0.39 per share, an increase of 95% from the same period last
year. Net income from recurring  operations for the quarter was $132.2  million,
representing  a 122%  increase  compared to net income of $59.5  million for the
second quarter of 2000.  Revenue for the quarter increased 284% to $1.6 billion,
from $417 million a year ago.  Earnings Before Interest,  Tax,  Depreciation and
Amortization  (EBITDA) rose 70% to $317.2  million for the quarter,  compared to
$186.9 million a year ago.

     For the first  half of 2001,  diluted  earnings  per share  from  recurring
operations (before the deduction of nonrecurring merger costs of $0.07 per share
incurred in  connection  with the Encal pooling of interests  transaction)  rose
168% to $0.75 per  share.  Net  income  from  recurring  operations  was  $254.9
million,  an  increase of 216%  compared to net income of $80.6  million for the
same  period in 2000.  Revenue  for the first six  months was $3.0  billion,  an
increase of 327% from $702  million a year ago.  EBITDA for the first six months
rose 114% to $642.9  million,  from $300.9  million in 2000.  Total assets as of
June 30, 2001 were  approximately  $16.0  billion,  up 55% from $10.3 billion at
December 31, 2000.

     As  a  result  of  the   completion  of  the  Encal  pooling  of  interests
transaction, the financial results for the quarter and six months ended June 30,
2000 and for the  quarter  ended  March 31,  2001 have been  restated to include
Encal.  The quarter and six months ended June 30, 2001 benefited  primarily from
the  continued  execution  of  Calpine's  program  to own and  operate  low-cost
generating  facilities  in key U.S.  power  markets and through  Calpine  Energy
Services' successful power systems program.

     "It  was a  great  quarter  for  Calpine.  Our  performance  validates  the
effectiveness  of our strategy of  acquiring  and  developing  systems of clean,
fuel-efficient power generating facilities in key power markets," stated Calpine
President and CEO Peter Cartwright. "Our unique systems approach enables Calpine
to better serve our  customers,  secure strong long- and  short-term  contracts,
lower costs and maximize value."

     "Calpine's   outlook  remains  strong.   We've  established  a  first-mover
advantage in Texas, California and New England, with programs to expand in other
high-growth  markets,"  added  Cartwright.   "Calpine  has  the  projects,   the
equipment,  the capital and an exceptional team of energy professionals in place
to execute our business  strategy.  More  important,  our  outstanding  earnings
reflect this proven track record.  Calpine expects  continued  strong  financial
results through the balance of 2001 and beyond, with 2001 year-end earnings from
recurring operations to be approximately $2.00 per share."

         Highlights of recent activities include:

     Development  Program -  Calpine  leads the  nation in the  acquisition  and
development of modern natural gas-fired energy centers. The company is expanding
its fleet of high-efficiency generating facilities to ensure Calpine remains the
low-cost generator in the markets it serves.

o    Westbrook Energy Center Enters Commercial  Operations - Calpine's Westbrook
     Energy  Center is in full  operations,  providing  up to 525  megawatts  of
     high-efficiency  electricity  to the New  England  Power  Pool.  Located in
     Westbrook,  Maine, this modern,  combined-cycle facility is Calpine's fifth
     New England plant to enter the region's power market. Calpine can lay claim
     to the most modern power  generating  fleet  serving the New England  power
     system.  To date, the company  produces  approximately  1,200  megawatts of
     low-cost electricity for the region.

o    New Arizona Energy Center  Delivering  Needed Power - Calpine's South Point
     Energy  Center is in full  operations,  delivering  up to 540  megawatts of
     needed  electricity to Arizona and the Tri-state  wholesale  power markets.
     Located at the Fort Mojave  Indian  Reservation  in Mohave  County,  Ariz.,
     South Point is the first  merchant  power plant to enter  operations in the
     state.

o    Calpine  Fires  Up  First  Major  California  Plant in Over a Decade - In a
     milestone  for  California,  Calpine's  540-megawatt  Sutter  Energy Center
     entered  operations  just in time to help meet peak summer demand.  Located
     near Sacramento, Sutter is the first major combined-cycle facility licensed
     and built in California  in over a decade.  Sutter is contracted to deliver
     electricity  to a variety of  wholesale  customers  including  California's
     Department of Water  Resources  (DWR),  the  Sacramento  Municipal  Utility
     District, and the Modesto and Turlock Irrigation Districts.

o    Calpine Brings Additional Generation to California - Calpine's 555-megawatt
     Los  Medanos  Energy  Center in  Pittsburg,  Calif.,  is  providing  needed
     electricity  to the San Francisco Bay Area. Los Medanos is the second major
     combined-cycle  facility to be licensed and built in  California  in over a
     decade.  The natural gas-fired  facility will provide a long-term supply of
     affordable  electricity to California's DWR and other wholesale  customers.
     As a  cogenerator,  the  facility  also  provides  a  long-term  supply  of
     electricity and steam to USS-Posco Industries.

o    Hog Bayou Energy  Center  Enters  Operations - Calpine's  245-megawatt  Hog
     Bayou Energy Center is in full  operations.  Located in Mobile,  Ala., this
     combined-cycle,  gas-fired  facility is serving the fast-growing  Southeast
     electric power market. Calpine owns a 67 percent interest in the plant.

o    Aries Energy Center  Enters First Phase of Operations - Calpine's  Pleasant
     Hill,  Mo.  Aries Power  Project  entered  simple-cycle  operations  and is
     generating 320 megawatts for sale to Missouri Public  Service.  The company
     expects to convert the facility to  combined-cycle  in late 2001. The Aries
     project is a joint venture between Calpine and Aquila, Inc.

o    Calpine to Acquire  1,200-Megawatt  Gas-Fired Plant in UK - Calpine entered
     the United  Kingdom  power market,  with plans to acquire a  1,200-megawatt
     natural  gas-fired  facility at Saltend near Hull,  Yorkshire.  The Saltend
     Energy Centre entered commercial  operations in November 2000 and is one of
     the largest and most efficient  natural  gas-fired power plants in England.
     Calpine  plans to  selectively  capitalize  on its core power  competencies
     developed in North  America in strategic  European  markets  including  the
     United Kingdom, Italy and Spain.

o    Calpine  Expands  Canadian  Power  Portfolio - Calpine plans to acquire and
     assume operations of two Canadian power generating  facilities,  which will
     add 275 net  megawatts of strategic  natural  gas-fired  generation  to its
     Canadian power  portfolio.  Calpine will acquire a 100 percent  interest in
     the 250-megawatt Island Cogeneration  facility near Campbell River, British
     Columbia and a 50 percent interest in the 50-megawatt  Whitby  Cogeneration
     facility in Whitby,  Ontario. Both facilities provide energy for industrial
     processing under long-term contracts.

o    Calpine Begins  Construction of California  Peaking Facility - Construction
     is under way for the 135-megawatt Gilroy Peaking Energy Center at Calpine's
     existing  Gilroy,  Calif.  cogeneration  plant.  Calpine  is  adding  three
     45-megawatt  simple-cycle gas turbines in the first of a two-phase process.
     Phase One is expected to be commercial by September 2001.  Three additional
     45-megawatt  generators will be installed in Phase Two, with full build-out
     estimated  for May  2002.  The  Gilroy  peaking  facility  will  deliver  a
     long-term supply of electricity to California's DWR.

o    Lost Pines 1 Enters Operations - Located in Bastrop County,  the Lost Pines
     1 Energy  Center is providing up to 500  megawatts of  electricity  for the
     Central Texas power market.  The facility,  which entered  operations early
     this  summer,   is  a  joint   development  of  Calpine  and  GenTex  Power
     Corporation, a Lower Colorado River Authority (LCRA) affiliate.  Calpine is
     selling half the output to Texas wholesale customers. GenTex is selling the
     remaining output to LCRA's customers.

o    Calpine   Acquires  Otay  Mesa  Energy  Center  -  Calpine   completed  the
     acquisition of the 500-megawatt  Otay Mesa Generating  Project in San Diego
     County. Calpine will build, own and operate the facility, and PG&E National
     Energy  Group  will   contract  for  up  to  250   megawatts  of  capacity.
     Construction  is  expected  to begin  later this  summer,  with  completion
     targeted for mid-2003.

o    Calpine  Receives  Approval For New Florida Plant - The Florida Power Plant
     Siting Board granted final state regulatory approval for Calpine's proposed
     529-megawatt  Osprey  Energy  Center.  Calpine will  construct the facility
     adjacent to its Auburndale,  Fla.  cogeneration  plant. Osprey will provide
     output under a long-term contract to Seminole Electric Cooperative.

o    CEC Recommends  Approval for Metcalf Energy Center - The California  Energy
     Commission's (CEC) Presiding Members' Proposed Decision recommends approval
     of the Metcalf  Energy  Center in south San Jose.  A joint  development  of
     Calpine and Bechtel Holdings, Metcalf will generate 600 megawatts of needed
     generation for California's Silicon Valley.

o    Calpine  Announces  New  Wisconsin  Energy Center - Calpine is developing a
     900-megawatt  natural  gas-fired  facility to serve the  growing  Wisconsin
     power market.  Under separate 10-year  contracts,  the Sherry Energy Center
     will supply 225  megawatts and 141  megawatts of  electricity  to Wisconsin
     Electric Power Company and Wisconsin Public Service Company,  respectively.
     Simple-cycle  production  is  expected  to  begin  in  mid-2002,  with  the
     combined-cycle  build-out in place by mid-2004.  Calpine  plans to sell the
     balance of the plant's  output to other  Wisconsin  utilities and wholesale
     power purchasers.

o    Calpine   Enters   Michigan   Power  Market  -  Calpine  is   developing  a
     1,030-megawatt  natural gas-fired  facility in Berrien,  Mich. The proposed
     Berrien  Energy Center is Calpine's  first  Michigan  development  project.
     Calpine is targeting a commercial operation date of 2004.

o    Russell  City Energy  Center  Approved for  Expedited  Review - Calpine and
     Bechtel  Holdings met the CEC's data adequacy  requirements  for a proposed
     600-megawatt natural gas-fired facility in Hayward, Calif. The Russell City
     Energy Center is the first combined-cycle  energy project to meet the CEC's
     stringent qualifications for a six-month review.

o    Calpine Acquires WRMS Engineering - Calpine acquired WRMS  Engineering,  an
     engineering,  construction and project management services company based in
     Walnut  Creek,  Calif.  With over 100  employees,  WRMS is an  acknowledged
     leader in designing and  engineering  high  reliability  facilities for the
     digital  economy.  WRMS  significantly  enhances  Calpine's  critical power
     capabilities.

o    Calpine Launches  Critical Energy Facility - Calpine launched plans for the
     180-megawatt  Los Esteros  Critical Energy  Facility.  Located in San Jose,
     Calif.,  Calpine's c*Power program will supply U.S.  DataPort's planned San
     Jose  Internet  Campus with highly  reliable  critical  power and ancillary
     services.  Calpine is accelerating  construction of the facility to provide
     California's  DWR  with  180  megawatts  of  peaking  capacity  and  energy
     beginning in the summer of 2002 through April 30, 2005.


o    Calpine  Announces  Inland  Empire  Energy  Center - Calpine is  planning a
     600-megawatt  combined-cycle  facility for southwestern  Riverside  County,
     Calif.  The proposed Inland Empire Energy Center will help relieve Southern
     California's  constrained power grid.  Permitting activities are under way,
     with construction scheduled to begin in mid-2002.  Calpine expects to begin
     energy deliveries in late 2004.


Calpine Energy Services - Calpine's  systems approach to the power market allows
the company to create energy programs to best meet its customers'  unique energy
profiles  from a variety of power  facilities.  This  pooling  approach to power
marketing  enables  Calpine to lower costs and enhance  value for the  company's
customers and shareholders.

o    PG&E Assumes  Calpine's  QF  Contracts - Pacific Gas and  Electric  Company
     (PG&E) assumed  Calpine's  modified  Qualifying  Facility (QF) contracts on
     July 12. All past due  receivables  under the QF contracts  will be paid to
     Calpine,  with  interest,  upon the effective  date of a confirmed  plan of
     reorganization.  As of April 6, 2001,  Calpine had  recorded  approximately
     $266 million in accounts receivable with PG&E.

o    Calpine  Signs Up  Reliant  Energy for 1,000  Megawatts  - Under two 5-year
     agreements, beginning January 1, 2002, Calpine will deliver 1,000 megawatts
     of power to Reliant Energy.  Calpine plans to serve Reliant's load from its
     Electric   Reliability   Council  of  Texas  (ERCOT)  system  of  gas-fired
     facilities. Calpine is the largest independent power producer in Texas.

o    Calpine  to Sell up to  3,000  Megawatts  to  Shell -  Calpine  will be the
     exclusive provider of up to 3,000 megawatts of electricity to Shell Energy.
     Under a 5-year agreement,  Calpine will service Shell through its system of
     high-efficiency  generating  facilities  across  Texas.  With the Shell and
     Reliant  announcements,  Calpine has sold  approximately  85 percent of its
     ERCOT output for the next few years.


Fuels  Program - Calpine  continues to expand and diversify its fuels program to
lower costs and maximize value of its North American energy centers.

o    Calpine Strengthens  Strategic Natural Gas Reserves - Calpine will soon add
     up to 236  billion  cubic feet  equivalent  (bcfe) of proved,  natural  gas
     reserves. In the second quarter,  Calpine acquired approximately 30 bcfe of
     natural  gas  reserves  in the  western  San Juan Basin in New  Mexico.  By
     August,  Calpine  expects  to  acquire  an  additional  206 bcfe of  proved
     reserves  and a high  quality  drilling  location  within a  94,000-acreage
     position  near  Calpine's  south  Texas  Magic  Valley and  Hidalgo  Energy
     Centers.

o    Calpine Completes Successful Open Season for Sonoran Pipeline - Calpine and
     Kinder  Morgan  received  significant  interest  in  the  proposed  Sonoran
     Pipeline  project  during the open season.  More than 1 billion  cubic feet
     (bcf) per day of binding precedent agreement and non-binding expressions of
     interest were received for Phase One of the pipeline,  which would run from
     the San Juan Basin in New Mexico to Needles and Topock near the  California
     border. Another 1.5 bcf per day of non-binding  commitments and expressions
     of interest were received for Phase Two of the pipeline, which would extend
     the pipeline from the California border to the San Francisco Bay Area.


Calpine Finance  Company - Calpine Finance  continues to lower Calpine's cost of
capital while maximizing the value of the company's portfolio.

o    Calpine  Completes  $1  Billion   Refinancing   Program  -  Calpine  repaid
     approximately  $874  million of project  debt and redeemed all $105 million
     principal amount of its 9-1/4% Senior Notes Due 2004 with proceeds from its
     Zero-Coupon Debentures issued in April.


Earnings Conference Call

     Calpine  will host a  conference  call to review  second  quarter  results.
Calpine's  unaudited  consolidated  condensed  statements of operations  for the
three and six months ended June 30, 2001 and 2000 are attached.  The  conference
call will take place on  Thursday,  July 26,  2001,  at 7:30 am PDT. The call is
available in a listen-only mode by calling  1-877-715-5321 five minutes prior to
the  start  of  the   conference   call.   International   callers  should  dial
1-973-321-1030. In addition, Calpine will simulcast the conference call live via
the Internet.  The web cast can be accessed and will be available for 30 days on
the investor relations page of Calpine's web site at www.calpine.com.


About Calpine

     Based in San Jose,  Calif.,  Calpine  Corporation is dedicated to providing
customers with reliable and competitively priced electricity. Calpine is focused
on clean,  efficient,  natural  gas-fired  generation and is the world's largest
producer of renewable geothermal energy.  Calpine has launched the largest power
development  program in North America.  To date,  the company has  approximately
34,600  megawatts of base load capacity and 8,000 megawatts of peaking  capacity
in  operation,  under  construction,   pending  acquisitions  and  in  announced
development in 29 states, the United Kingdom and Canada. The company was founded
in 1984 and is publicly  traded on the New York Stock  Exchange under the symbol
CPN. For more information about Calpine, visit its web site at www.calpine.com.

     This  news  release  discusses  certain  matters  that  may  be  considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  including  statements  regarding  the  intent,  belief or  current
expectations of Calpine Corporation ("the Company") and its management.  You are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and  involve  a  number  of  risks  and  uncertainties  that  could
materially  affect  actual  results  such as, but not limited to, (i) changes in
government regulations, including pending changes in California, and anticipated
deregulation of the electric energy industry,  (ii) commercial operations of new
plants  that may be delayed or  prevented  because  of various  development  and
construction  risks,  such as a failure to obtain  financing  and the  necessary
permits to operate or the failure of  third-party  contractors  to perform their
contractual  obligations,  (iii) cost estimates are preliminary and actual costs
may be higher than  estimated,  (iv) the assurance that the Company will develop
additional  plants,  (v) a competitor's  development of a lower-cost  generating
gas-fired  power plant,  (vi) the risks  associated  with  marketing and selling
power from power plants in the newly competitive energy market,  (vii) the risks
associated with marketing and selling combustion turbine parts and components in
the competitive  combustion  turbine parts market,  (viii) the risks  associated
with  engineering,  designing  and  manufacturing  combustion  turbine parts and
components,  or (ix) delivery and performance  risks  associated with combustion
turbine  parts and  components  attributable  to  production,  quality  control,
suppliers and transportation.  You are also cautioned that the California energy
market remains  uncertain.  The Company's  management is working  closely with a
number of parties to resolve the current uncertainty. This is an ongoing process
and,  therefore,  the outcome cannot be predicted.  It is possible that any such
outcome will include changes in government regulations, business and contractual
relationships  or other  factors  that  could  materially  affect  the  Company;
however,  the Company  believes that a final  resolution of the situation in the
California energy market will not have a material adverse impact on the Company.
For example,  Pacific Gas and Electric  Company (PG&E) has recently  agreed with
the Company to assume all of the Company's  Qualifying  Facility  contracts with
PG&E in  bankruptcy . You are also referred to the other risks  identified  from
time to time in the Company's reports and registration statements filed with the
Securities and Exchange Commission.



<PAGE>
                      CALPINE CORPORATION AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
            For the Three and Six Months Ended June 30, 2001 and 2000
                    (in thousands, except per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                    Three Months Ended                 Six Months Ended
                                                                          June 30,                         June 30,
                                                               ------------------------------- -------------------------------
                                                                     2001        2000              2001            2000
                                                               ------------------------------- -------------------------------
<S>                                                            <C>           <C>               <C>             <C>
Revenue:
  Electric generation and marketing revenue...............     $ 1,257,340   $   341,611       $ 2,307,407     $   547,679
  Oil and gas production and marketing revenue............         343,012        69,652           628,871         136,627
  Income from unconsolidated investments in
    power projects........................................           1,600         4,843             2,163          14,617
  Other revenue...........................................          10,921         1,050            14,183           3,431
                                                               -----------   -----------       -----------     -----------
     Total revenue........................................       1,612,873       417,156         2,952,624         702,354
                                                               -----------   -----------       -----------     -----------

Cost of revenue:
  Power plant generating and marketing expense............         731,497        78,722         1,283,232         131,607
  Oil and gas production and marketing expense............         245,638        25,104           398,549          55,543
  Fuel expenses...........................................         228,430       104,044           485,444         177,696
  Depreciation expenses...................................          72,144        50,702           144,157          95,815
  Operating lease expenses................................          27,449        10,672            55,460          21,130
  Other expenses..........................................           3,490         1,280             5,989           2,780
                                                               -----------   -----------       -----------     -----------
     Total cost of revenue................................       1,308,648       270,524         2,372,831         484,571
                                                               -----------   -----------       -----------     -----------

Gross profit..............................................         304,225       146,632           579,793         217,783

Project development expenses..............................           4,372         5,228            20,211           9,390
General and administrative expenses.......................          50,537        18,508            86,622          28,740
Nonrecurring merger costs.................................          35,606            --            41,627              --
                                                               -----------   -----------       -----------     -----------
     Income from operations...............................         213,710       122,896           431,333         179,653

Other expense (income):
Interest expense..........................................          43,331        18,202            63,256          39,955
Distributions on trust preferred securities...............          15,387         9,085            30,562          16,063
Interest income...........................................         (20,531)       (5,615)          (39,889)        (13,177)
Other (income) expense, net...............................          (3,291)          178            (9,018)           (380)
                                                               -----------   -----------       -----------     ------------
     Income before provision for income taxes.............         178,814       101,046           386,422         137,192

Provision for income taxes................................          69,849        41,538           158,830          56,583
                                                               -----------   -----------       -----------     -----------
     Income before extraordinary charge and cumulative effect
        of a change in accounting principle..................      108,965        59,508           227,592          80,609
     Extraordinary charge, net of tax benefit.............          (1,300)           --            (1,300)             --
     Cumulative effect of a change in accounting principle              --            --             1,036              --
                                                               -----------   -----------       -----------     -----------
     Net income...........................................     $   107,665   $    59,508       $   227,328     $    80,609
                                                               ===========   ===========       ===========     ===========

Basic earnings per common share:
     Weighted average shares of common stock outstanding..         302,729       271,505           301,641         270,516
     Income before extraordinary charge and cumulative effect
        of  a change in accounting principle..............     $      0.36   $      0.22       $      0.75     $      0.30
     Extraordinary charge.................................     $        --   $        --       $        --     $        --
     Cumulative effect of a change in accounting principle     $        --   $        --       $        --     $        --
                                                               -----------   -----------      ------------     -----------
     Net income...........................................     $      0.36   $      0.22       $      0.75     $      0.30
                                                               ===========   ===========       ===========     ===========

Diluted earnings per common share:
     Weighted average shares of common stock outstanding
        before dilutive effect of certain convertible
        securities........................................         318,255       287,271           317,544         286,439
     Income before dilutive effect of certain convertible
        securities, extraordinary charge and change in
        accounting principle..............................     $      0.34   $      0.21       $      0.71     $      0.28
     Dilutive effect of certain convertible securities (1)     $     (0.02)  $     (0.01)      $     (0.03)    $        --
                                                               -----------   -----------       -----------     -----------
     Income before extraordinary charge and cumulative effect
        of  a change in accounting principle..............     $      0.32   $      0.20       $      0.68     $      0.28
     Extraordinary charge.................................     $        --   $        --       $        --     $        --
     Cumulative effect of a change in accounting principle     $        --   $        --       $        --              --
                                                               -----------   -----------       -----------     -----------
     Net income...........................................     $      0.32   $      0.20       $      0.68     $      0.28
                                                               ===========   ===========       ===========     ===========
     EBITDA (2)...........................................     $   317,172   $   186,902       $   642,916     $   300,864


</TABLE>

1    Includes the effect of the assumed  conversion  of the certain  convertible
     securities.  For the three and six months ended June 30, 2001,  the assumed
     conversion  calculation  adds 41,964 and 49,379  shares of common stock and
     $7,507 and $20,838 to the net income  results,  representing  the after tax
     expense on certain convertible  securities avoided upon conversion.

2    This   non-GAAP   measure  is  defined  as  net  income  less  income  from
     unconsolidated   investments,   plus  cash  received  from   unconsolidated
     investments,  plus provision for tax, plus interest expense, plus one-third
     of operating lease  expenses,  plus  depreciation  and  amortization,  plus
     distributions on trust preferred securities.
</TEXT>
</DOCUMENT>
</SUBMISSION>
