<SUBMISSION>
<ACCESSION-NUMBER>0000916457-02-000021
<TYPE>11-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20011231
<FILING-DATE>20020628
<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>11-K
<ACT>34
<FILE-NUMBER>001-12079
<FILM-NUMBER>02691005
</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>11-K
<SEQUENCE>1
<FILENAME>o62802.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

                 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

               [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ______________ to ____________

                         Commission file number 1-12079

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                        (EIN 77-0212977 PLAN NUMBER 002)
                            (Full title of the plan)

                               CALPINE CORPORATION

                           50 WEST SAN FERNANDO STREET
                           SAN JOSE, CALIFORNIA 95113
         (Name of issuer of the securities held pursuant to the plan and
                 the address of its principal executive office)

<PAGE>

Required Information

Financial Statements
--------------------

Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000

Statement  of Changes in Net Assets  Available  for  Benefits for the Year Ended
December 31, 2001

Notes to Financial Statements

Other
-----

Schedule G - Part III - Schedule of  Nonexempt  Transactions  for the Year Ended
December 31, 2001


Schedule H - Line 4i - Schedule  of Assets  (Held at End of Year) as of December
31, 2001

Exhibit 23.1 - Independent Auditors' Consent

Exhibit 23.2 - Copy of Prior Year Opinion of Arthur Andersen LLP

<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

                   Calpine Corporation Retirement Savings Plan
                        (EIN 77-0212977 PLAN NUMBER 002)


Date:  June 27, 2002                By:    /s/ Peter Cartwright
                                           -------------------------------------
                                           Peter Cartwright
                                           Chairman of the Board of Directors of
                                           Calpine Corporation


<PAGE>


CALPINE CORPORATION
RETIREMENT SAVINGS PLAN
(EIN 77-0212977 PLAN NUMBER 002)

Financial  Statements  as of  December  31, 2001 and 2000 and for the Year Ended
December 31, 2001 and Independent Auditors' Report


<PAGE>






INDEPENDENT AUDITORS' REPORT


To the Advisory Committee of the
   Calpine Corporation Retirement Savings Plan:

We have audited the accompanying  statement of net assets available for benefits
of Calpine  Corporation  Retirement  Savings  Plan (the Plan) as of December 31,
2001 and the related  statement of changes in net assets  available for benefits
for the year then ended.  These financial  statements and the schedules referred
to below are the responsibility of the Plan's management.  Our responsibility is
to express an opinion on these  financial  statements and schedules based on our
audit. The financial statements of the Plan for the year ended December 31, 2000
were audited by other  auditors,  whose report dated June 25, 2001  expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2001, and the changes in its net assets  available for benefits for
the year ended  December  31,  2001 in  conformity  with  accounting  principles
generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the basic  financial
statements taken as a whole. The supplemental schedule of nonexempt transactions
for the year ended  December  31, 2001 and  schedule  of assets  (held at end of
year) as of  December  31, 2001 are not a required  part of the basic  financial
statements  but are  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income  Security Act of 1974.  The  supplemental  schedules  are the
responsibility of the Plan's  management.  Such schedules have been subjected to
the auditing  procedures applied in the audit of the basic financial  statements
and, in our opinion,  are fairly stated in all material  respects in relation to
the basic financial statements taken as a whole.


DELOITTE & TOUCHE LLP

San Jose, California
June 12, 2002






<PAGE>

CALPINE CORPORATION RETIREMENT SAVINGS PLAN
(EIN 77-0212977 PLAN NUMBER 002)

TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
Statements of Net Assets Available for Benefits as of
December 31, 2001 and 2000................................................    1

Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2001......................................    2

Notes to Financial Statements.............................................   3-5

Schedule G - Part III - Schedule of Nonexempt Transactions
for the Year Ended December 31, 2001......................................    6

Schedule H - Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2001...................................................    7

Exhibit 23.1 - Independent Auditors' Consent..............................    8

Exhibit 23.2 - Copy of Prior Year Opinion of Arthur Andersen LLP..........    9
</TABLE>


<PAGE>

                  CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                        (EIN 77-0212977 PLAN NUMBER 002)
                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                           DECEMBER 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                       2001             2000
                                                  -------------    -------------
<S>                                               <C>              <C>
Assets:
   Investments, at fair value..................   $  69,663,633    $  82,255,772
   Accrued income..............................              --          447,725
                                                  -------------    -------------
      Net assets available for benefits........   $  69,663,633    $  82,703,497
                                                  =============    =============
</TABLE>
    The accompanying notes are an integral part of the financial statements.







































































                                      -1-
<PAGE>

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                        (EIN 77-0212977 PLAN NUMBER 002)
            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>
<S>                                                              <C>
Changes in net assets available for benefits attributed to:
   Investment income (loss):
     Net depreciation in fair value of investments..........     $  (47,958,193)
     Interest and dividends.................................          1,053,318
                                                                 --------------
       Total investment loss................................        (46,904,875)
   Contributions:
     Participant............................................         14,438,295
     Employer...............................................          6,709,739
     Rollovers..............................................         13,726,107
                                                                 --------------
       Total contributions..................................         34,874,141
   Benefits paid and expenses:
     Benefits paid to participants..........................         (2,349,382)
     Administrative expenses................................           (103,399)
                                                                 --------------
       Total benefits paid and expenses.....................         (2,452,781)
                                                                 --------------
Net decrease before transfers in............................        (14,483,515)
Net assets transferred from other qualified plans...........          1,443,651
                                                                 --------------
Net decrease................................................        (13,039,864)
Net assets available for benefits:
   Beginning of year........................................         82,703,497
                                                                 --------------
   End of year..............................................     $   69,663,633
                                                                 ==============
</TABLE>
    The accompanying notes are an integral part of the financial statements.




















































                                      -2-
<PAGE>

CALPINE CORPORATION RETIREMENT SAVINGS PLAN
(EIN 77-0212977 PLAN NUMBER 002)


NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001
--------------------------------------------------------------------------------


1.   DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM

     The  following  describes the major  provisions of the Calpine  Corporation
     Retirement  Savings Plan (the Plan) and provides only general  information.
     Participants  should  refer  to  the  plan  document  for a  more  complete
     description of the Plan's provisions.

     General - Calpine Corporation (the Company)  established the Plan effective
     January 1, 1987 to supplement  employees'  retirement  income.  All active,
     full-time employees, with the exception of collective bargaining employees,
     are  eligible  to  participate  in the Plan the first month  following  the
     employee's hire date. The Plan is subject to the provisions of the Employee
     Retirement  Income  Security  Act of 1974  (ERISA).  The  Plan is  directly
     monitored by the Advisory  Committee  appointed by the Board of  Directors.
     Fidelity  Management Trust Company is the plan trustee.  Arnerich Massena &
     Associates are the investment advisors to the Plan.

     During the year 2001,  the Company  acquired  seven  companies,  upon which
     assets  amounting to  $1,443,651  were  transferred  into the Plan from the
     qualified benefit plans of these companies.

     Participant and Company Contributions - The Company makes  nondiscretionary
     monthly  contributions  to the Plan equal to 3 percent  of a  participant's
     annual  compensation  over 26 bi-weekly  contributions,  subject to certain
     limitations,  and may also make discretionary  profit-sharing contributions
     each plan year. The Plan also permits  participant  pre-tax  contributions.
     Employees  may make  after-tax  contributions  of up to 10 percent of their
     salaries, as specified in the Plan.

     In addition to the  nondiscretionary  contributions,  during the year ended
     December 31, 2001, the Company contributed $137,350,  representing earnings
     on  delayed  remittance  of  participant  contributions  to the Plan in the
     previous year.

     Participant  Accounts  - Each  participant  has the  right  to  direct  the
     investment of his/her account balance and  contributions  to various funds,
     all of which are managed by Fidelity Investments. The funds are provided to
     allow  participants a choice as to investment  elections.  Participants may
     change the allocation of their contributions on a daily basis. In addition,
     participants  may borrow from their accounts in accordance  with the Plan's
     provisions.

     Vesting - Participants  are always fully vested in their account  balances.
     Generally,  distributions  are  made  only  when a  participant  terminates
     employment  or for reasons of  retirement,  death or  disability.  However,
     withdrawals may be made in the event of certain other  conditions,  such as
     financial hardship, as specified in the Plan.

     Participant  Loans - Participants  are allowed to have one loan outstanding
     at any one time.  Loans are limited to the lesser of $50,000 or one-half of
     the participant's balance and are secured by his/her account balance. Loans
     must be for a minimum of $1,000.  Participants can obtain loans with a term
     of ten years if the  loans  are used for the  purpose  of  acquiring  their
     principal  residences.  The term of all other loans shall not extend beyond
     five years.  Interest  rates on the loans  outstanding at December 31, 2001
     range from 7.74 percent to 8.50 percent.

     Payments of Benefits - Upon  termination  of employment,  participants  may
     receive a  lump-sum  payment  of their  account  balances,  subject  to the
     vesting  provisions  described  above.  Additional  optional payment forms,
     including a qualified  joint and  survivor  annuity,  are  available at the
     election of the participant.

     Administrative  Expenses - Investment  management fees, trustee fees, agent
     fees and  brokerage  commissions  are paid by the Plan and allocated to the
     individual   participant   accounts.   Other   outside   professional   and
     administrative services are paid or provided by the Company.

     Plan  Termination  - Although it has not expressed any intent to do so, the
     Company has the right under the Plan to discontinue  its  contributions  at
     any time and to terminate the Plan subject to the provisions of ERISA.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting - The accompanying financial statements of the Plan are
     prepared in accordance with accounting principles generally accepted in the
     United States of America.


                                      -3-
<PAGE>

     Use of Estimates - The  preparation  of financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America  requires  management to make estimates and assumptions that affect
     the reported amounts of assets and liabilities and disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amounts of revenues and  expenses  during the  reporting  period.
     Actual results could differ from those estimates.

     Investment  Valuation  and  Income  Recognition  - In  general,  investment
     securities are exposed to various risks,  such as interest rate, credit and
     overall market  volatility  risks. Due to the level of risk associated with
     certain investment  securities,  it is reasonably  possible that changes in
     the values of investment  securities could occur in the near term, and such
     changes could  materially  affect the amounts reported in the statements of
     net assets available for benefits.

     Calpine Corporation common stock, a publicly traded security,  is valued at
     fair value based upon the last  reported  sales price on the last  business
     day of the plan year.

     Mutual fund  investments  are reported at fair value based on the net asset
     value of each mutual fund.

     Participant loans are stated at book value, which approximates fair value.

     Interest  income  is  recorded  on an  accrual  basis.  Dividend  income is
     recorded on the  ex-dividend  date.  Purchases and sales of securities  are
     recorded on a trade-date basis.

     Benefits - Benefits are recorded when paid.

     Derivative  Instruments - Effective  January 1, 2001,  the Plan has adopted
     Statement  of  Financial  Accounting  Standards  No. 133,  "Accounting  for
     Derivative  Instruments  and Hedging  Activities."  This statement does not
     have a material  impact on the Plan. As of December 31, 2001 and during the
     year then ended, the Plan did not have any derivative instruments.

3.   INVESTMENTS

     The following  individual  investments held by the Plan represented greater
     than 5% of the ending net assets available for benefits:
<TABLE>
<CAPTION>
                                                      December 31,
                                         --------------------------------------
                                             2001        %        2000        %
                                         -----------    --    -----------    --
<S>                                      <C>            <C>   <C>            <C>
Calpine Corporation common stock.......  $25,904,619    37    $53,014,229    64
Fidelity Magellan Fund.................    9,752,953    14      8,735,751    11
Fidelity Aggressive Growth Fund........    5,416,435     8      6,501,123     8
Fidelity Balanced Fund.................    5,425,473     8      3,123,981
Fidelity Equity Income II Fund.........    3,795,929     5      2,622,160
Fidelity Retirement Money Market Fund..   11,124,639    16      3,486,431
</TABLE>

     During  2001,  the  Plan's  investments  (including  gains  and  losses  on
     investments  bought and sold, as well as held during the year)  depreciated
     in value by $47,958,193 as follows:

<TABLE>
<CAPTION>
<S>                                                              <C>
Mutual funds...................................................  $   (5,554,180)
Calpine Corporation common stock...............................     (42,404,013)
                                                                 --------------
                                                                 $  (47,958,193)
                                                                 ==============
</TABLE>

     Subsequent  to December 31, 2001,  the market value of Calpine  Corporation
     common stock  continued  to  deteriorate.  As of June 12, 2002,  the market
     value had declined approximately 54% from December 31, 2001.















                                      -4-
<PAGE>

4.   PARTY-IN-INTEREST TRANSACTIONS

     The trustee is a party-in-interest according to Section 3(14) of ERISA. The
     trustee serves as Plan fiduciary,  investment  manager and custodian to the
     Plan. As defined by ERISA,  any person or organization  that provides these
     services  to the Plan is a  party-in-interest.  In 2001,  fees  paid to the
     trustee were $103,399.

5.   TAX STATUS

     The Internal  Revenue  Service has determined and informed the Company by a
     letter dated  September  23, 1995,  that the Plan and its related trust are
     designed in accordance with the applicable sections of the Internal Revenue
     Code (IRC).  The Plan has been amended since  receiving  the  determination
     letter.  However, the plan administrator and the Plan's tax counsel believe
     that the Plan is designed and is  currently  being  operated in  compliance
     with the applicable provisions of the IRC.

                               * * * * *





































































                                      -5-
<PAGE>

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                        (EIN 77-0212977 PLAN NUMBER 002)
           SCHEDULE G - Part III - SCHEDULE OF NONEXEMPT TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                              (c)                                           (g)
                          (b)            Description of                                   Expenses                 (i)
                      Relationship        Transactions                                    Incurred               Current
                        to Plan,       Including Maturity                                    in                  Value of       (j)
         (a)          Employer, or   Date, Rate of Interest,    (d)       (e)     (f)    Connection     (h)      Asset on       Net
  Identity of Party   Other Party-     Collateral, Par or     Purchase  Selling  Lease      with      Cost of   Transaction  Gain or
      Involved        in-Interest        Maturity Value        Price     Price   Rental  Transaction   Asset       Date       (Loss)
--------------------  ------------  ------------------------  --------  -------  ------  -----------  --------  -----------  -------
<S>                     <C>           <C>                        <C>       <C>     <C>       <C>      <C>           <C>          <C>
*Calpine Corporation    Employer      Earnings on delayed        NA        NA      NA        NA       $137,350      NA          NA
                                      remittance of
                                      participant
                                      contributions in the
                                      previous year

* Represents a party-in-interest
</TABLE>

































































                                      -6-
<PAGE>

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                        (EIN 77-0212977 PLAN NUMBER 002)
         SCHEDULE H - LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
                                DECEMBER 31, 2001
<TABLE>
<CAPTION>
(a)                    (b)                                                   (c)                            (d)              (e)
           Identity of Issue, Borrower,
             Lessor or Similar Party                              Description of Investment                 Cost       Current Value
           ----------------------------                           -------------------------                 ----       -------------
<S>                                                      <C>                                                 <C>        <C>
 *  Calpine Corporation common stock                     1,542,860 shares of unitized stock fund             NA         $25,904,619
 *  Fidelity Magellan Fund                               93,580 shares of mutual fund investments            NA           9,752,953
 *  Fidelity Aggressive Growth Fund                      284,776 shares of mutual fund investments           NA           5,416,435
 *  Fidelity Balanced Fund                               364,126 shares of mutual fund investments           NA           5,425,473
 *  Fidelity Overseas Fund                               79,950 shares of mutual fund investments            NA           2,192,221
 *  Fidelity Equity Income II Fund                       180,501 shares of mutual fund investments           NA           3,795,929
 *  Fidelity Retirement Money Market Fund                11,124,639 shares of mutual fund investments        NA          11,124,639
 *  Fidelity Intermediate Bond Fund                      222,452 shares of mutual fund investments           NA           2,295,706
    Morgan Stanley Institutional Fund                    11,841 shares of mutual fund investments            NA             203,546
    Brown Capital Management Small Company Fund          10,552 shares of mutual fund investments            NA             371,117
    Sterling Capital Small Cap Value Fund                24,952 shares of mutual fund investments            NA             371,781
 *  Spartan US Equity Index                              9,178 shares of mutual fund investments             NA             372,996
 *  194 Participant loans                                Interest rates, 7.74% to 8.50%                      NA           1,849,227
 *  Fidelity                                             Interest-bearing cash                               NA             460,023
 *  Fidelity                                             Noninterest-bearing cash                            NA             126,968
                                                                                                                        -----------
                                                              Total                                                     $69,663,633
                                                                                                                        ===========
 *  Represents a party-in-interest
</TABLE>

























































                                      -7-
<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT


We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-34002 of Calpine  Corporation  on Form S-8 of our report dated June 12, 2002
appearing in this Annual Report on Form 11-K of Calpine  Corporation  Retirement
Savings Plan for the year ended December 31, 2001.


DELOITTE & TOUCHE LLP

San Jose, California
June 24, 2002









































































                                      -8-
<PAGE>

EXHIBIT 23.2

This is a copy of a report  previously issued by Arthur Andersen LLP. The report
has not been  reissued  by  Arthur  Andersen  LLP nor has  Arthur  Andersen  LLP
provided a consent to the  inclusion of its report in this Annual Report on Form
11-K.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Advisory Committee of the
Calpine Corporation Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits
of Calpine  Corporation  Retirement  Savings  Plan (the Plan) as of December 31,
2000 and 1999, and the related  statement of changes in net assets available for
benefits for the year ended December 31, 2000.  These  financial  statements and
the schedules referred to below are the responsibility of the Plan's management.
Our  responsibility  is to express an opinion on these financial  statements and
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December  31,  2000 and 1999,  and the changes in its net assets  available  for
benefits for the year ended  December 31, 2000,  in conformity  with  accounting
principles generally accepted in the United States.

Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The supplemental  schedules of nonexempt
transactions  for the year ended  December  31, 2000 and assets  (held at end of
year) as of December 31, 2000, are presented for purposes of additional analysis
and  are  not a  required  part  of  the  basic  financial  statements  but  are
supplementary  information  required  by the  Department  of  Labor's  Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974.  The  supplemental  schedules  have been  subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  are fairly  stated in all material  respects in relation to the
basic financial statements taken as a whole.

San Jose, California,
June 25, 2001






































                                      -9-

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