
                                  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): September 19, 2001


                               CALPINE CORPORATION

                            (A Delaware Corporation)

                        Commission File Number: 001-12079

               I.R.S. Employer Identification Number: 77-0212977


                           50 West San Fernando Street

                           San Jose, California 95113

                            Telephone: (408) 995-5115


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Item 5.  Other Events.

     On  September  28,  2001,  Calpine  Corporation  issued  the press  release
attached hereto as Exhibit 99.1.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

     99.1 Press release dated  September 28, 2001.

     99.2 Amended and Restated Rights Agreement, dated as of September 19, 2001,
     between Calpine  Corporation  and EquiServe Trust Company,  N.A., as Rights
     Agent  (incorporated  by  reference to Calpine  Corporation's  Registration
     Statement on Form 8-A/A  (Amendment  No. 3) filed with the SEC on September
     28, 2001).

SIGNATURES

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

                               CALPINE CORPORATION


                            By: /s/ Ann B. Curtis
                                -----------------
                                  Ann B. Curtis
                            Executive Vice President
Date: September 28, 2001

<PAGE>


EXHIBIT 99.1
                                              NEWS RELEASE Contact: 408/995-5115
                                        Media Relations: Katherine Potter, x1168
                                         Investor Relations: Rick Barraza, x1125

             CALPINE CORPORATION AMENDS STOCKHOLDER RIGHTS AGREEMENT

(SAN JOSE,  CALIF.)  September  28,  2001 - San Jose,  California-based  Calpine
Corporation   (NYSE:CPN),   the  nation's  leading  independent  power  company,
announced today that it has amended certain  provisions of its Rights Agreement,
which it adopted in 1997.

The amendments  include an increase in the exercise price of the Rights from $80
to $140 per unit of preferred stock. This change has been made in response to an
increase  in the  market  price of  Calpine's  common  stock  since  the  Rights
Agreement  was adopted.  The Rights  Agreement  also has been amended to provide
that the  exercise  price will be  proportionately  adjusted in the event of any
future stock splits or  combinations of Calpine's  common stock,  and the period
during  which the  Rights  remain  exercisable  following  the  occurrence  of a
triggering  event (such as a person  acquiring  15% or more of Calpine's  common
stock) has been limited to 90 days.

Another change is the elimination of the requirement  that certain actions under
the  Rights  Agreement  can be taken  only by  "Continuing  Directors,"  who are
defined  generally as the  incumbent  directors  when the Rights  Agreement  was
adopted and those directors subsequently elected with the approval of Continuing
Directors.  As amended,  all actions that previously required the consent of the
Continuing  Directors  now  can be  taken  by the  Board  of  Director  as it is
constituted from time to time.

The terms of the Rights  Agreement  as it has been  amended  are set forth in an
Amended and Restated Rights Agreement,  dated as of September 19, 2001,  between
Calpine and EquiServe  Trust Company,  N.A., as Rights Agent, a copy of which is
being filed with the Securities and Exchange Commission.

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.


