<SUBMISSION>
<ACCESSION-NUMBER>0000891618-02-000135
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20011224
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020116
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CALPINE CORP
<CIK>0000916457
<ASSIGNED-SIC>4911
<IRS-NUMBER>770212977
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-12079
<FILM-NUMBER>2510475
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>50 WEST SAN FERNANDO ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
<PHONE>4089955115
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>50 W SAN FERNANDO
<STREET2>SUITE 500
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f78438e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       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): DECEMBER 24, 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 December 24, 2001, Calpine Corporation confirmed that the Bankruptcy Court
for the Northern District of California approved on December 21 an order which
authorized Pacific Gas and Electric Company (PG&E) to pay all of its outstanding
payables owed to Calpine Corporation's qualifying facility (QF) affiliates for
power deliveries made to PG&E during the period of December 1, 2000 through
April 6, 2001. PG&E owes Calpine approximately $265 million, plus interest.
The Company also announced a separate pending transaction to sell this
receivable.

On January 3, 2002, Calpine Corporation announced that it has sold an additional
$200 million of 4% convertible senior notes due 2006 in a private placement
under Rule 144A pursuant to an exercise by the initial purchaser of its option
to acquire additional convertible senior notes. These securities will be
convertible into shares of Calpine common stock at a price of $18.07, which
represents a 23% conversion premium on the December 19, 2001 New York Stock
Exchange closing price of $14.69 per Calpine common share. The Company also
announced its purchase of an additional $59 million of zero coupon convertible
debentures.

On January 16, 2002, following a comprehensive review of its power plant
development program, Calpine Corporation announced that it has adopted a revised
capital expenditure program. As a result of the nationwide economic slowdown,
the industry experienced lower industrial demand during 2001 which, along with
unusually mild weather, reduced prices for power. In light of these factors, the
company now anticipates that 2001 earnings--(before deduction of non-recurring
merger costs in connection with the Encal Energy Ltd. pooling-of-interests
transaction) and Earnings Before Interest, Tax, Depreciation and Amortization,
as adjusted (EBITDA, as adjusted)--will be approximately $1.95 per share and
$1.6 billion, respectively. The company is also updating its estimates for
earnings per share and EBITDA, as adjusted, in 2002 to approximately $1.70 and
$2 billion, respectively.



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

99.0 Press release dated December 24, 2001.

99.1 Press release dated January 3, 2002

99.2 Press release dated January 16, 2002.

<PAGE>

                                   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.
                               Senior Vice President and Controller
                               Chief Accounting Officer



Date: January 16, 2002


<PAGE>


                                  Exhibit Index

EXHIBIT NO.      DESCRIPTION
-----------      -----------

   99.0          Press release dated December 24, 2001.

   99.1          Press release dated January 3, 2002.

   99.2          Press release dated January 16, 2002.






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.0
<SEQUENCE>3
<FILENAME>f78438ex99-0.txt
<DESCRIPTION>EXHIBIT 99.0
<TEXT>
<PAGE>



EXHIBIT 99.0


NEWS RELEASE                                              CONTACT:  408/995-5115
                                        Media Relations:  Bill Highlander, X1244
                                        Investor Relations:  Rick Barraza, X1125



               PG&E PAYMENT PLAN FOR RECEIVABLES OWED TO CALPINE
                        IS APPROVED BY BANKRUPTCY COURT

      CALPINE TO ENTER SEPARATE AGREEMENT TO RECEIVE CASH PROCEEDS IN 2001

        (SAN JOSE, CALIF.) December 24, 2001 -- Calpine Corporation [NYSE:CPN],
the San Jose, Calif.-based independent power company, confirmed that the
Bankruptcy Court for the Northern District of California approved on December 21
an order which authorized Pacific Gas and Electric Company (PG&E) to pay all of
its outstanding payables owed to Calpine Corporation's qualifying facility (QF)
affiliates (Calpine) for power deliveries made to PG&E during the period of
December 1, 2000 through April 6, 2001. PG&E owes Calpine approximately $265
million, plus interest.

        The order calls for PG&E to make monthly payments of principal and
interest to Calpine beginning December 31, 2001 and extending through the
earlier of November 30, 2002, or the date when PG&E's plan of reorganization
becomes effective. In a separate transaction that is pending completion of
documentation, the company intends to sell this receivable. This sale is
expected to generate cash proceeds to Calpine in 2001.

        Calpine sells power to PG&E under the terms of long-term QF contracts at
eleven facilities, representing nearly 600 megawatts of electricity for northern
California power customers.

        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's projects are located in 29
states in the United States, three provinces in Canada and in the United
Kingdom. 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 website 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.
Prospective investors 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) the assurance that
the Company will develop additional plants, (iv) a competitor's development of a
lower-cost generating gas-fired power plant, and (v) the risks associated with
marketing and selling power from power plants in the newly competitive energy
market, including volatility of commodity prices. Prospective investors 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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>f78438ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>



EXHIBIT 99.1


NEWS RELEASE                                             CONTACTS:  408/995-5115
                                        Media Relations:  Bill Highlander, X1244
                                        Investor Relations:  Rick Barraza, X1125



                    CALPINE SELLS AN ADDITIONAL $200 MILLION
                      OF CONVERTIBLE SENIOR NOTES DUE 2006

 COMPANY PURCHASES ADDITIONAL $59 MILLION OF ZERO COUPON CONVERTIBLE DEBENTURES

        (SAN JOSE, Calif.) January 3, 2002 -- Calpine Corporation [NYSE: CPN]
announced today that it has sold an additional $200 million of 4% convertible
senior notes due 2006 in a private placement under Rule 144A pursuant to an
exercise by the initial purchaser of its option to acquire additional
convertible senior notes. These securities will be convertible into shares of
Calpine common stock at a price of $18.07, which represents a 23% conversion
premium on the December 19, 2001 New York Stock Exchange closing price of $14.69
per Calpine common share.

        Proceeds from the offering will be used for general corporate purposes.
The convertible senior notes have not been registered under the Securities Act
of 1933 and may not be offered in the United States absent registration or an
applicable exemption from registration requirements.

        In an unrelated, privately negotiated transaction, Calpine purchased $59
million in aggregate principal amount of its Zero Coupon Convertible Debentures
due April 30, 2021. All convertible debentures that have been repurchased will
be retired. The amount of the Zero Coupon Convertible Debentures that remain
outstanding after this transaction is $819 million.

        Calpine may purchase additional Zero Coupon Convertible Debentures from
time to time in open-market or privately negotiated transactions based upon
market and other conditions.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>f78438ex99-2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

NEWS RELEASE                                              CONTACTS: 408-995-5115

                                         MEDIA RELATIONS: BILL HIGHLANDER, X1244
                                         INVESTOR RELATIONS: RICK BARRAZA, X1125

             CALPINE PLACES HOLD ON $2 BILLION OF 2002 CAPITAL COSTS

                   MOVES AHEAD WITH 15,200 MW OF CONSTRUCTION

                     REVISES 2001 AND 2002 EARNINGS GUIDANCE

       (SAN JOSE, CALIF.) January 16, 2002 -- Following a comprehensive review
of its power plant development program, Calpine Corporation [NYSE: CPN] today
announced that it has adopted a revised capital expenditure program. The company
intends to complete 27 power projects currently under construction as scheduled.
Construction of an additional 34 advanced-stage development projects will be
placed on hold pending further review, reducing previously forecasted 2002
capital spending by as much as $2 billion.

NEW FLEXIBLE CAPITAL EXPENDITURE PROGRAM

       Completion of the 27 existing projects accounting for 15,200 megawatts
(mw) already under construction will achieve Calpine's previously stated
objective of more than doubling the company's generating capacity from 11,100 mw
today to 23,200 mw by the end of 2002, and to 26,300 mw by the end of 2003. Once
these facilities come on line, the company will have the nation's largest, most
modern fleet of gas-fired power plants. These facilities will be the most
economically competitive and environmentally friendly generating assets
available in the domestic energy market.

       In addition, the new plan places on hold the construction of 34 projects
in advanced development, totaling 15,100 mw. Development of these projects will
continue until they are ready for construction, at which point they will be
placed on "hot standby" status pending further review by the company.

       The company's previous capital spending forecasts included in excess of
$2 billion for construction expenditures relating to these facilities.
Construction of these projects will proceed when there is an established market
need for additional generating resources at prices that will allow the company
to meet its established investment criteria, including return on equity capital.
Additionally, the company must have access to the capital required to build each
project under attractive terms.

       Consistent with its more flexible capital-spending plans, Calpine is
finalizing agreements with major equipment suppliers to adjust the timing of
delivery and related payment schedules to reflect more appropriately the revised
construction schedule.




<PAGE>

CALPINE PLACES HOLD ON $2 BILLION OF 2002 CAPITAL COSTS
Page 2
January 16, 2002

       The company continues to believe that the long-term need for new power
plants will be significant, particularly as the national economy recovers and
older, less efficient generating assets need to be replaced. As market
conditions improve, the company intends to proceed with construction of its
advanced development projects. Once complete, these projects will add another
15,100 mw to the company's generating portfolio for a total of 41,400 mw.

       "We remain committed to long-term growth strategies that will generate
attractive, sustainable returns for our shareholders while meeting the power
needs of the markets we serve," said Calpine CEO Peter Cartwright. "Calpine
believes the depressed prices in the domestic energy markets are temporary, and
that demand for power will grow as the weather normalizes and the national
economy recovers. We are well positioned to grow as the demand for power
increases and as older generation is replaced."

       "Our disciplined capital spending plan will allow us to continue to
advance our program of Repowering America with clean, efficient energy centers
in key energy markets while -- at the same time -- moving forward in a careful,
deliberate manner governed by the prudent use of capital," Cartwright said.

RECENT CAPITAL MARKETS FINANCINGS TOTALING $5 BILLION ADDRESS 2002 LIQUIDITY,
FINANCING NEEDS

       Notwithstanding recent uncertainties in the domestic energy and capital
markets, Calpine has demonstrated the ability to raise substantial capital to
meet both its liquidity needs and its 2002 construction financing requirements.
In the last three months, the company has raised nearly $5 billion of capital,
including $2.6 billion in bonds issued in the U.S., Canada, the UK and other
European markets, $1.2 billion in convertible bonds, and an additional $1
billion unsecured working capital credit facility which was announced last week.

       These recent financings, along with the company's existing corporate
revolving credit facility and anticipated cash flow, provide Calpine with the
capital required to retire our zero coupon convertible debentures and to
complete all 27 projects currently under construction.

       The company also stated that an important 2002 objective is to continue
to work with Moody's Investors Service and Fitch, Inc. to restore its investment
grade status and to pursue an initial investment grade rating from Standard &
Poor's. "The major credit rating agencies are changing their criteria for
evaluating and assigning investment grade ratings in the wake of the Enron
situation. We will continue to have discussions with these agencies to ensure
that we take the right steps to achieve and maintain investment grade status,"
Cartwright added.


<PAGE>

CALPINE PLACES HOLD ON $2 BILLION OF 2002 CAPITAL COSTS
Page 3
January 16, 2002

YEAR END 2001/2002 EARNINGS OUTLOOK

       As a result of the nationwide economic slowdown, the industry experienced
lower industrial demand during 2001 which, along with unusually mild weather,
reduced prices for power. In light of these factors, the company now anticipates
that 2001 earnings -- (before deduction of non-recurring merger costs in
connection with the Encal Energy Ltd. pooling-of-interests transaction) and
Earnings Before Interest Tax, Depreciation and Amortization, as adjusted(1)
(EBITDA, as adjusted) -- will be approximately $1.95 per share and $1.6 billion,
respectively. These projected 2001 earnings represent a 63 percent increase over
2000 earnings. The company said it would provide further details with respect to
year-end earnings in its January 31 earnings release and conference call.

       The company is also updating its estimates for earnings per share and
EBITDA, as adjusted in 2002 to approximately $1.70 and $2 billion, respectively.
These new estimates reflect continued uncertainty over the timing of a domestic
economic recovery and a return to more normal weather. The company intends to
refine these estimates when market and other conditions provide greater
visibility into 2002 results.

       "We are proud that Calpine achieved a growth rate of 63 percent even as
our nation and industry faced difficult economic conditions," Cartwright said.
"While 2002 will be a challenging year for the entire power industry, we believe
the underlying, long-term growth in electricity demand, the historic swiftness
with which power demand recovers in the wake of a recession, and the recent
decisions by many of our competitors to curtail new plant construction will all
work to Calpine's favor. We have a competitive advantage in our people, our
strategies, and our market position designed to enable us to deliver solid
performance to our shareholders."

CONFERENCE CALL INFORMATION

       Calpine will be hosting a conference call to discuss the company's
outlook for 2002. The conference call will occur Wednesday, January 16, 2002, at
7:00 am PST. To participate via the teleconference (in listen-only mode), please
dial 1-800-370-0869 at least five minutes before the start of the conference
call. International callers may dial 1-973-872-3100. 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.


<PAGE>

CALPINE PLACES HOLD ON $2 BILLION OF 2002 CAPITAL COSTS
Page 4
January 16, 2002

       Based in San Jose, Calif., Calpine Corporation is an independent power
company that is dedicated to providing customers with clean, efficient, natural
gas-fired power generation. It generates and markets power, through plants it
develops, owns and operates, in 29 states in the United States, three provinces
in Canada and in the United Kingdom. Calpine also is the world's largest
producer of renewable geothermal energy, and it owns 1.4 trillion cubic feet
equivalent of proved natural gas reserves in Canada and the United States. 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
website at www.calpine.com.

----------------------
(1)    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 expense, plus depreciation and amortization,
       plus distributions on trust preferred securities.

       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.
Prospective investors 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) the timing and extent of deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto (ii)
the timing and extent of changes in commodity prices for energy, particularly
natural gas and electricity (iii) commercial operations of new plants that may
be delayed or prevented because of various development and construction risks,
such as a failure to obtain the necessary permits to operate, failure of
third-party contractors to perform their contractual obligations or failure to
obtain financing on acceptable terms (iv) unseasonable weather patterns that
produce reduced demand for power (v) systemic economic slowdowns, which can
adversely affect consumption of power by businesses and consumers (vi) cost
estimates are preliminary and actual costs may be higher than estimated (vii) a
competitor's development of lower-cost generating gas-fired power plants (viii)
risks associated with marketing and selling power from power plants in the
newly-competitive energy market (ix) the successful exploitation of an oil or
gas resource that ultimately depends upon the geology of the resource, the total
amount and costs to develop recoverable reserves and operations factors relating
to the extraction of natural gas, and (x) other risks identified from time to
time in our reports and registration statements filed with the SEC, including
the risk factors identified in our Annual Report on Form 10-K for the year ended
December 31, 2000, as restated in our Current Report on Form 8-K filed on
September 10, 2001, and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001, each of which is
incorporated by reference in this offering circular.


</TEXT>
</DOCUMENT>
</SUBMISSION>
