
                                  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): November 5, 2002


                               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 November 5, 2002, Calpine Corporation  announced financial and operating
results for the quarter and nine months ended September 30, 2002 and 2001.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

     99.0 Press release dated  November 5, 2002 - Calpine  Reports Third Quarter
          2002 Financial Results


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:  November 5, 2002




















































                                     - 2 -
<PAGE>

EXHIBIT 99.0

NEWS RELEASE                                            CONTACTS: (408) 995-5115
                                       Media Relations:  Katherine Potter, X1168
                                        Investor Relations:  Rick Barraza, X1125


              CALPINE REPORTS THIRD QUARTER 2002 FINANCIAL RESULTS


     (SAN  JOSE,  CALIF.)  November  5,  2002 - San Jose,  Calif.-based  Calpine
Corporation  [NYSE:CPN],  the nation's leading independent power company,  today
announced  financial and operating results for the quarter and nine months ended
September 30, 2002.

     For the third quarter 2002,  Calpine  reported  $0.36 diluted  earnings per
share, or $161.3 million in net income, compared with $0.88 diluted earnings per
share,  or $320.8  million of net income,  in the third quarter of 2001.  Before
certain  non-recurring  items (as detailed in the attached  Supplemental  Data),
Calpine  reported  $0.38 diluted  earnings per share,  or $170.9  million in net
income.

     For the nine months ended September 30, 2002,  Calpine earned $0.45 diluted
earnings per share, or $159.6 million in net income, compared with $1.57 diluted
earnings  per share,  or $548.1  million of net  income,  for the same period of
2001.  Before  certain   non-recurring   items  (as  detailed  in  the  attached
Supplemental Data), Calpine reported $0.74 diluted earnings per share, or $293.9
million in net income.

<TABLE>
<CAPTION>
                                                                            Third Quarter
                                                              -----------------------------------------
                                                                 2002           2001             % Chg
                                                              ---------       --------           -----
<S>                                                           <C>             <C>                <C>
Megawatt-hours Generated (millions)                                23.4           13.7            71%
Megawatts in Operation                                           18,650         11,100            68%
Revenue (millions)                                            $   2,495       $  2,520            (1)%
GAAP:
     Net Income (millions)                                    $   161.3       $  320.8           (50)%
     Diluted Earnings Per Share                               $    0.36       $   0.88           (59)%
Recurring:
     Net Income (millions) (a)                                $   170.9       $  320.8           (47)%
     Diluted Earnings Per Share (a)                           $    0.38       $   0.88           (57)%
EBITDA, as adjusted (millions) (b)                            $   482.9       $  625.2           (23)%
Recurring EBITDA, as adjusted (millions) (c)                  $   478.6       $  625.2           (23)%
Total Assets (billions)                                       $      23       $     19            21%
<FN>
(a)  See attached Supplemental Data for reconciliation of GAAP net income to net
     income from  recurring  operations.
(b)  Earnings Before Interest, Tax, Depreciation and Amortization,  as adjusted;
     see attached Supplemental Data for reconciliation from net income.
(c)  See attached Supplemental Data for reconciliation of EBITDA, as adjusted to
     recurring EBITDA, as adjusted.
</FN>
</TABLE>

     "I am pleased to report that Calpine earned $170.9 million of recurring net
income for the third  quarter of 2002,"  stated  Calpine  Chairman and CEO Peter
Cartwright.  "Our  consistent and disciplined  strategy and seasoned  management
team have proven successful under difficult market conditions.  In the beginning
of the  year,  Calpine  set in  motion  a  revised  business  plan to  meet  the
challenges  and  uncertainties  of the power  industry and capital  markets.  We
implemented this program to achieve  critical  near-term goals in an incremental
and decisive manner, while continuing to execute upon a proven business model to
sustain the long-term value of our core power generating business."

     "We  continue  to execute  and refine  this  program  with  measurable  and
effective  results.  We have reduced our 2002/2003 capital spending by more than
$4 billion, continued to strengthen liquidity through non-strategic asset sales,
and we have improved our balance sheet through the  retirement of debt.  Equally
important,  Calpine has completed more than $3 billion of financings  this year,
and we are in active  discussions  with our  lenders as we prepare to launch our
2003 refinancing program."

     "Over the past twelve months, Calpine has developed and is now implementing
a new organizational structure designed to transition Calpine from a development
and  construction-focused  company  to  one of  North  America's  premier  power
producers,  focused on operating our generating assets to maximize efficiencies,
lower costs and further  leverage  economies of scale. We will continue to focus






                                     - 3 -
<PAGE>

on marketing  our products and services to enhance  value for our  customers and
Calpine.  This new  organizational  structure benefits Calpine and our customers
and will  contribute  significantly  to our goal of  becoming  the  lowest  cost
producer in the markets we serve."

     "By the end of 2002,  Calpine  will own and operate  one of the  industry's
cleanest,  largest and most fuel-efficient fleet of natural gas-fired generating
facilities.  Calpine  has the core  earnings  power,  strong  operating  assets,
predictable  cash  flow and the  demonstrated  business  model  that  meets  the
challenges and opportunities in today's dynamic power industry."


2002 THIRD QUARTER FINANCIAL RESULTS

     Financial  results for the three and nine months ended  September 30, 2002,
were affected by a significant  decrease in electricity prices and spark spreads
compared  with the same  periods in 2001,  primarily  reflecting  an increase in
supply.  The company has  experienced a significant  drop in margin from trading
activities,  which reflects the company's decision to limit this activity due to
costs associated with credit support for trading.

     Total electrical  generating production for the three and nine months ended
September  30,  2002,  increased  by 71% and 87%,  respectively,  as the company
brought additional facilities into operation.  However, the combination of lower
spark spreads on electrical  generation,  lower revenue on sales of oil and gas,
and lower trading gains resulted in decreases of 30% and 26%,  respectively,  in
gross profit for the three and nine months ended  September  30, 2002,  compared
with the same periods in 2001.  Calpine's  low-cost of production,  economies of
scale and portfolio of long-term contracts helped to mitigate the effects of the
depressed power market on Calpine's financial results.

     Financial  results for the third  quarter of 2002  reflect  higher  project
development  costs,  as the company  expensed  costs  related to the  indefinite
suspension of certain development projects; increased other income, primarily as
a result of a $38.6 million  pre-tax gain from the  termination of a power sales
agreement; and a lower effective tax rate.

     In accordance  with the  requirements  of Emerging Issues Task Force (EITF)
Issue No. 02-03: Recognition and Reporting of Gains and Losses on Energy Trading
Contracts,  Calpine has shown trading  activity on a net rather than gross basis
in its financial  results for the current  period and has restated  prior period
results accordingly.  Also, in compliance with Statement of Financial Accounting
Standards  (SFAS)  No.  144:  Accounting  for  the  Impairment  or  Disposal  of
Long-Lived Assets, the company has reclassified  results for certain assets sold
or held  for sale as  discontinued  operations  and has  restated  prior  period
results  accordingly.  Additionally,  effective  July 1, 2002,  the  company has
early-adopted SFAS No. 145, which rescinds Financial  Accounting Standards Board
Statement No. 4, Reporting  Gains and Losses from  Extinguishment  of Debt. As a
result of the early  adoption of SFAS No. 145,  Calpine  has  reclassified  debt
extinguishment  gains and losses from extraordinary gain or loss to other income
or expense for both current and prior  periods.  The  accounting  changes  noted
above do not change  reported net income in either the current or prior periods.
As a result of the foregoing  accounting changes,  Deloitte & Touche,  Calpine's
independent  auditor,  will re-audit the  company's  results for the years ended
December 31, 2000 and 2001.


OPERATIONS-FOCUSED INDUSTRY LEADER

     Calpine is one of North America's  largest power producers,  with 75 energy
centers in operation  today.  Its fleet of modern energy  centers,  representing
more than 18,600  megawatts of capacity,  is considered  one of the most modern,
efficient and environmentally  sound natural gas-fired portfolios of its kind in
the power industry.

     The company continues to maintain a very high level of availability for its
generating  assets,  and it has lowered its cost of production  through improved
efficiencies and economies of scale. These facilities are strategically  located
in  significant  energy  markets  across  North  America,  with a large  natural
gas-fired unit in the United Kingdom.

     Operations highlights:

     o  Achieved a 93% average availability for the past 12 months;
     o  Commissioned 20 plants in 2002, adding more than 7,600 megawatts;
     o  Increased  power  production  by 87% over 2001  levels,  to 53.8 million
        megawatt-hours for the first nine months of 2002;
     o  Achieved an average  merchant  baseload heat rate of under 7,000 British
        thermal units per kilowatt-hour; and
     o  Continued construction for 24 natural gas-fired facilities, representing
        an additional 9,800 megawatts of capacity.






                                     - 4 -
<PAGE>

CUSTOMER-FOCUSED MARKETING PROGRAM

     Consistent with its proven business model,  Calpine continues to enter into
long-term  contracts  directly  with  load-serving  customers  throughout  North
America.  In addition,  Calpine Energy Services acquires low-cost natural gas to
fuel the company's  generating  facilities,  sells  electricity  from  Calpine's
generating plants, as well as a variety of ancillary services,  and continues to
maximize the value of Calpine's portfolio.  This proven and consistent marketing
model has significantly  contributed to Calpine's  continued ability to generate
earnings and cash flow during extremely volatile market conditions.

     "Despite the turmoil in the energy trading markets, Calpine Energy Services
continues to perform in an efficient  and highly  ethical  manner,  reliably and
cost-effectively  moving gas to our plants and power to our  customers,"  stated
Cartwright.

     Over the past 12 months,  Calpine has entered into long-term contracts with
load-serving and industrial customers,  totaling nearly 4,000 megawatts of power
sales. The company is currently in negotiations with other load-serving entities
for up to 3,000 megawatts of additional long-term power sales.


LIQUIDITY-ENHANCING INITIATIVES

     Calpine  continues to make significant  progress in 2002 toward  completing
its previously identified liquidity-enhancing initiatives:

     o  Through completed or pending  transactions of asset sales, will generate
        approximately  $300  million of cash;  in the  aggregate,  assets  sales
        exceeded  book value;  company  continues to evaluate  additional  asset
        sales,  including  certain  contracted  power  facilities,  oil  and gas
        properties and contract monetizations;
     o  Received  approximately  $160  million in cash from the  initial  public
        offering  of its  Calpine  Power  Income  Fund in  Canada;  a  follow-on
        offering of the fund during the next several months is under review;
     o  Reduced  outstanding debt by approximately $300 million through the sale
        of oil and gas properties;
     o  Completed a $106-million,  non-recourse  project  financing for its Blue
        Spruce Energy Center in Colorado;
     o  Continued  to  finalize  funding  for  lease  financing  for an  11-unit
        California peaking program,  representing approximately 500-megawatts of
        capacity;  financing is expected to generate  approximately $400 million
        in cash:  50% of financing  is expected to close in the fourth  quarter,
        with the  balance  of  financing  to be  finalized  upon  completion  of
        construction program in the first quarter of 2003; and

     o  Continued to finalize the lease financing of its Zion peaking  facility;
        company expects to complete this $150-million  transaction by the end of
        2002.

     "Calpine remains  committed to building a significant  liquidity cushion to
fund our 2003 capital  commitments,"  stated Calpine Chief Financial Officer Bob
Kelly.  "We have  made  significant  progress  this  year  and  have  identified
additional  opportunities  that will further enhance our liquidity  position and
strengthen our balance sheet."

     Discussions  continue with the  company's  major  equipment  manufacturers,
General Electric,  Siemens-Westinghouse and Toshiba, to restructure its existing
orders  for gas and steam  turbines.  The  company  expects  to  complete  these
negotiations by the end of 2002.


2002 EARNINGS GUIDANCE

     The company is updating  its  expectations  for diluted  earnings per share
from recurring operations for the year ending December 31, 2002 to approximately
$0.75 to $0.80 per  share.  The  company  intends to  provide  guidance  on 2003
earnings when it reports 2002 year-end results.


CONFERENCE CALL INFORMATION

     Calpine will host a conference  call to discuss third quarter 2002 results.
The  conference  call will occur  Tuesday,  November 5, 2002, at 7:30 am PST. To
participate via the teleconference (in listen-only mode), dial 1-888-603-6685 at
least five minutes before the start of the conference call. 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 website at www.calpine.com.








                                     - 5 -
<PAGE>

ABOUT CALPINE

     Based in San Jose,  Calif.,  Calpine  Corporation is an  independent  power
company that is dedicated to providing  wholesale and industrial  customers with
clean, efficient,  natural gas-fired power generation.  It generates and markets
power through  plants it develops,  owns and operates in 23 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
approximately  1.0 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.

     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)  unscheduled  outages of operating
plants;  (v) cost estimates are  preliminary and actual costs may be higher than
estimated;  (vi) a competitor's  development of lower-cost  generating gas-fired
power plants; (vii) risks associated with marketing and selling power from power
plants  in  the   newly-competitive   energy   market;   (viii)  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; (ix) the effects
on the Company's  business  resulting from reduced  liquidity in the trading and
power  industry;  (x) the  Company's  ability to access the  capital  markets on
attractive terms; (xi) the direct or indirect effects on the Company's  business
of a lowering  of its  credit  rating (or  actions  it may take in  response  to
changing credit rating criteria),  including, increased collateral requirements,
refusal by the  Company's  current  or  potential  counterparties  to enter into
transactions  with it and its  inability to obtain  credit or capital in desired
amounts  or  on  favorable   terms;   and  (xii)  other  risks  identified  from
time-to-time  in our reports  and  registration  statements  filed with the SEC,
including the risk factors  identified in its Quarterly  Report on Form 10-Q for
the quarter  ended June 30,  2002 and in its Annual  Report on Form 10-K for the
year ended  December 31, 2001,  which can be found on the  Company's  website at
www.calpine.com. All information set forth in this news release is as of today's
date, and the Company undertakes no duty to update this information.





































                                     - 6 -
<PAGE>
<TABLE>
<CAPTION>
                      CALPINE CORPORATION AND SUBSIDIARIES
                 Consolidated Condensed Statements of Operations
         For the Three and Nine Months Ended September 30, 2002 and 2001
                    (In thousands, except per share amounts)
                                   (unaudited)

                                                                        Three Months Ended                   Nine Months Ended
                                                                           September 30,                       September 30,
                                                                 --------------------------------    ------------------------------
                                                                      2002              2001              2002             2001
                                                                 --------------    --------------    --------------   -------------
<S>                                                               <C>               <C>               <C>              <C>
Revenue:
   Electric generation and marketing revenue
      Electricity and steam revenue..........................     $    947,326      $    710,506      $  2,269,892     $  1,804,889
      Sales of purchased power for hedging and optimization..        1,282,976         1,653,088         2,526,555        2,680,488
                                                                  ------------      ------------      ------------     ------------
        Total electric generation and marketing revenue......        2,230,302         2,363,594         4,796,447        4,485,377
   Oil and gas production and marketing revenue
      Oil and gas sales......................................           21,827            54,693            89,585          239,940
      Sales of purchased gas for hedging and optimization....          231,893            56,916           666,095          412,782
                                                                  ------------      ------------      ------------     ------------
        Total oil and gas production and marketing revenue...          253,720           111,609           755,680          652,722
   Trading revenue, net
      Realized revenue on power and gas trading
       transactions, net.....................................            6,845            16,700            15,276           21,340
      Unrealized mark-to-market gain (loss) on power and gas
       transactions, net.....................................          (10,957)            7,128            (5,952)         107,862
                                                                  ------------      ------------      ------------     ------------
        Total trading revenue, net                                      (4,112)           23,828             9,324          129,202
   Income from unconsolidated investments in power projects..           10,176             6,859            10,499            9,021
   Other revenue.............................................            4,924            14,261            14,792           28,444
                                                                  ------------      ------------      ------------     ------------
           Total revenue.....................................        2,495,010         2,520,151         5,586,742        5,304,766
                                                                  ------------      ------------      ------------     ------------
Cost of revenue:
   Electric generation and marketing expense
      Plant operating expense................................          141,262            93,709           374,497          246,045
      Royalty expense........................................            4,743             5,255            13,092           23,181
      Purchased power expense for hedging and optimization...        1,059,840         1,394,871         2,039,954        2,396,804
                                                                  ------------      ------------      ------------     ------------
        Total electric generation and marketing expense......        1,205,845         1,493,835         2,427,543        2,666,030
   Oil and gas production and marketing expense
      Oil and gas production expense.........................           22,953            13,009            67,381           62,371
      Purchased gas expense for hedging and optimization.....          220,775            52,856           678,192          389,814
                                                                  ------------      ------------      ------------     ------------
        Total oil and gas production and marketing expense...          243,728            65,865           745,573          452,185
   Fuel expense..............................................          525,478           327,947         1,208,092          846,195
   Depreciation, depletion and amortization expense..........          117,568            80,044           310,943          199,509
   Operating lease expense...................................           36,520            27,830           108,917           83,289
   Other expense.............................................            3,539             3,485             8,333            9,474
                                                                  ------------      ------------      ------------     ------------
           Total cost of revenue.............................        2,132,678         1,999,006         4,809,401        4,256,682
                                                                  ------------      ------------      ------------     ------------
              Gross profit...................................          362,332           521,145           777,341        1,048,084
Project development expense..................................           23,922             4,894            59,973           25,106
Equipment cancellation and asset impairment charge...........            3,714                --           172,185               --
General and administrative expense...........................           57,280            29,357           170,369          114,924
Merger expense...............................................               --                --                --           41,627
                                                                  ------------      ------------      ------------     ------------
   Income from operations....................................          277,416           486,894           374,814          866,427
Interest expense.............................................          113,847            47,657           239,112          107,473
Distributions on trust preferred securities..................           15,386            15,385            46,159           45,948
Interest income..............................................          (10,842)          (21,073)          (32,780)         (60,870)
Other income, net............................................          (33,778)           (7,875)          (49,128)         (15,092)
                                                                  ------------      ------------      ------------     ------------
   Income before provision for income taxes..................          192,803           452,800           171,451          788,968
Provision for income taxes...................................           48,406           139,304            38,805          278,161
                                                                  ------------      ------------      ------------     ------------
   Income before discontinued operations, extraordinary gain
    (loss), and cumulative effect of a change in accounting
    principle................................................          144,397           313,496           132,646          510,807
Discontinued operations, net of tax
 provision of $9,675, $4,903, $15,059 and $24,374............           16,950             7,303            26,950           36,284
Cumulative effect of a change in accounting principle, net
 of tax provision of $--, $--, $--and $669.....................             --                --                --            1,036
                                                                  ------------      ------------      ------------     ------------
              Net income.....................................     $    161,347      $    320,799      $    159,596     $    548,127
                                                                  ============      ============      ============     ============







                                     - 7 -
<PAGE>
<CAPTION>
                                                                       Three Months Ended                   Nine Months Ended
                                                                          September 30,                       September 30,
                                                                  -----------------------------       -----------------------------
                                                                     2002               2001             2002              2001
                                                                  ----------         ----------       ----------         ----------
<S>                                                               <C>                <C>              <C>                <C>
Basic earnings per common share:
   Weighted average shares of common stock outstanding.......        376,957            304,666          346,816            302,649
   Income before discontinued operations and cumulative
    effect of a change in accounting principle...............     $     0.38         $     1.03       $     0.38         $     1.69
   Income from discontinued operations, net of tax...........     $     0.05         $     0.02       $     0.08         $     0.12
   Cumulative effect of a change in accounting principle.....     $       --         $       --       $       --         $       --
                                                                  ----------         ----------       ----------         ----------
              Net income.....................................     $     0.43         $     1.05       $     0.46         $     1.81
                                                                  ==========         ==========       ==========         ==========
Diluted earnings per common share:
   Weighted average shares of common stock outstanding
    before dilutive effect of certain convertible securities.        382,607            318,552          355,577            317,880
   Income before dilutive effect of certain convertible
    securities, discontinued operations and cumulative
    effect of a change in accounting principle...............     $     0.38         $     0.98       $     0.37         $     1.61
   Dilutive effect of certain convertible securities (1).....     $    (0.05)        $    (0.12)      $       --         $    (0.14)
                                                                  ----------         ----------       ----------         ----------
   Income before discontinued operations and cumulative
    effect of a change in accounting principle...............     $     0.33         $     0.86       $     0.37         $     1.47
   Income from discontinued operations, net of tax...........     $     0.03         $     0.02       $     0.08         $     0.10
   Cumulative effect of a change in accounting principle.....     $       --         $       --       $       --         $       --
                                                                  ----------         ----------       ----------         ----------
              Net income.....................................     $     0.36         $     0.88       $     0.45         $     1.57
                                                                  ==========         ==========       ==========         ==========
----------
<FN>
The financial  information presented above and in the Supplemental Data attached
hereto is subject to  adjustment  until the company files its Form 10-Q with the
Securities and Exchange Commission for the quarter ended September 30, 2002.

(1)  Includes  the  effect  of  the  assumed   conversion  of  certain  dilutive
     convertible securities. No convertible securities were included in the nine
     months  ended 2002 amounts as the  securities  were  antidilutive.  For the
     three months ended  September  30, 2002,  and for the three and nine months
     ended September 30, 2001, the assumed conversion  calculation added 99,377,
     58,153, and 52,353 shares of common stock and $14,326, $12,435, and $33,204
     to the net income results, respectively.
</FN>
</TABLE>










































                                     - 8 -
<PAGE>

                      CALPINE CORPORATION AND SUBSIDIARIES
                                Supplemental Data
                                   (unaudited)
<TABLE>
<CAPTION>
RECONCILIATION OF GAAP NET INCOME TO NET INCOME
FROM RECURRING OPERATIONS
                                                             Three             Diluted              Three             Diluted
                                                         Months Ended      Earnings (loss)      Months Ended      Earnings (loss)
                                                     September 30, 2002        per Share    September 30, 2001        per Share
                                                     ------------------    ---------------  ------------------    ---------------
(in thousands, except per share amounts)
(all amounts are reflected net of tax (1)  )
<S>                                                         <C>                 <C>                <C>                 <C>
GAAP net income......................................       $161,347            $ 0.36             $320,799            $ 0.88
   Gain on sale of discontinued operations...........        (12,905)            (0.03)                  --                --
   Severance and other costs in connection with
    reduction in work force..........................          3,039              0.01                   --                --
   Deferred project cost write-offs..................          5,414              0.01                   --                --
   Loss on sale of turbines..........................          2,094                --                   --                --
   Tax true-up of first quarter equipment
    cancellation charge..............................          9,333              0.02                   --                --
   Equipment cancellation cost.......................          2,606              0.01                   --                --
                                                            --------            ------             --------            ------
        Net income from recurring operations.........       $170,928            $ 0.38             $320,799            $ 0.88
                                                            ========            ======             ========            ======


<CAPTION>
                                                             Nine              Diluted              Nine              Diluted
                                                         Months Ended      Earnings (loss)      Months Ended      Earnings (loss)
                                                     September 30, 2002        per Share    September 30, 2001        per Share
                                                     ------------------    ---------------  ------------------    ---------------
(in thousands, except per share amounts)
(all amounts are reflected net of tax (1)  )
<S>                                                         <C>                 <C>                <C>                 <C>
GAAP net income......................................       $159,596            $ 0.45             $548,127            $ 1.57
   Gain on sale of discontinued operations...........        (12,905)            (0.03)                  --                --
   Severance and other costs in connection with
    reduction in work force..........................          6,370              0.01                   --                --
   Deferred project cost write-offs..................         19,753              0.04                   --                --
   Loss on sale of turbines..........................          2,105              --                     --                --
   Cumulative effect of a change in accounting
    principle........................................             --                --               (1,036)               --
   Equipment cancellation cost.......................        121,459              0.28                   --                --
   (Gain) loss on extinguishment of debt.............         (2,463)            (0.01)               1,300                --
   Merger expense....................................             --                --               27,311              0.07
                                                            --------            ------             --------            ------
        Net income from recurring operations.........       $293,915            $ 0.74             $575,702            $ 1.64
                                                            ========            ======             ========            ======
</TABLE>

<TABLE>
<CAPTION>
CASH FLOW DATA
                                                             Nine Months Ended
                                                                September 30,
                                                            2002             2001
                                                        -----------      -----------
(in thousands)
<S>                                                     <C>              <C>
Cash provided by operating activities................   $   811,444      $   487,716
Cash used in investing activities....................    (3,241,719)      (6,099,513)
Cash provided by financing activities................     1,562,319        5,492,094
Effect of exchange rate changes on cash and
 cash equivalents....................................         2,223               --
                                                        -----------      -----------
      Net increase (decrease) in cash and cash
       equivalents...................................   $  (865,733)     $  (119,703)
                                                        ===========      ===========
</TABLE>
















                                     - 9 -
<PAGE>
<TABLE>
<CAPTION>
RECONCILIATION OF GAAP NET INCOME TO EBITDA, AS ADJUSTED (2)

                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                         ----------------------------      ----------------------------
                                                            2002              2001            2002             2001
                                                         ----------        ----------      ----------      ------------
(in thousands)
<S>                                                       <C>               <C>             <C>             <C>
GAAP net income......................................     $161,347          $320,799        $159,596        $  548,127
   (Income) from unconsolidated investments in
    power projects...................................      (10,176)           (6,859)        (10,499)           (9,022)
   Distributions from unconsolidated investments in
    power projects...................................        2,126             1,137           2,144             3,596
                                                          --------          --------        --------        ----------
        Adjusted net income..........................      153,297           315,077         151,241           542,701

   Interest expense..................................      113,847            47,657         239,112           107,473
   1/3 of operating lease expense....................       12,173             9,277          36,305            27,763
   Distributions on trust preferred securities.......       15,386            15,385          46,159            45,947
   Provision for income taxes........................       48,406           139,304          38,805           278,161
   Depreciation, depletion and amortization expense..      117,568            80,044         310,943           199,509
   Interest expense, provision for income taxes and
    depreciation from discontinued operations........       22,178            18,411          51,286            66,014
                                                          --------          --------        --------        ----------
      EBITDA, as adjusted............................     $482,855          $625,155        $873,851        $1,267,568
                                                          ========          ========        ========        ==========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF EBITDA, AS ADJUSTED TO RECURRING EBITDA, AS ADJUSTED

                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                         ----------------------------      ----------------------------
                                                            2002              2001            2002             2001
                                                         ----------        ----------      ----------      ------------
(in thousands)
<S>                                                       <C>               <C>            <C>              <C>
EBITDA, as adjusted..................................     $482,855          $625,155       $  873,851       $1,267,568
Equipment cancellation cost..........................        3,714                --          172,185               --
Deferred project cost, turbine write-offs............        7,716                --           28,002               --
Severance and other costs in connection with
 reduction in work force.............................        4,331                --            9,031               --
Loss on sale of turbines.............................        2,983                --            2,983               --
Merger expense.......................................           --                --               --           41,627
(Gain) loss on extinguishment of debt................           --                --           (3,492)           2,134
Gain on sale of discontinued operations..............      (22,996)               --          (22,996)              --
Cumulative effective of a change in accounting
 principle, net of tax provision                                --                --               --           (1,036)
                                                          --------          --------       ----------       ----------
      Recurring EBITDA, as adjusted..................     $478,603          $625,155       $1,059,564       $1,310,293
                                                          ========          ========       ==========       ==========
</TABLE>

<TABLE>
<CAPTION>
SUPPLEMENTARY POWER DATA
                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                         ---------------------------       ---------------------------
                                                            2002             2001             2002             2001
                                                         ----------       ----------       ----------       ----------
<S>                 <C>                                  <C>              <C>              <C>              <C>
Generation (in MWh) (3)..............................    23,375,000       13,687,000       53,809,000       28,804,000

Average electric price realized (per MWh)............        $50.26           $71.10           $51.41           $72.89

Average spark spread realized (per MWh)..............        $26.14           $46.54           $26.48           $41.05
</TABLE>















                                     - 10 -
<PAGE>
<TABLE>
<CAPTION>
SUPPLEMENTARY NATURAL GAS DATA
                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                         ---------------------------       ---------------------------
                                                            2002             2001             2002             2001
                                                         ----------       ----------       ----------       ----------
(in Bcfe)
<S>                                                        <C>              <C>              <C>              <C>
Natural Gas Production
   United States.....................................         15               12               42               30
   Canada............................................         19               24               61               72
                                                              --               --              ---              ---
      Total..........................................         34               36              103              102
                                                              ==               ==              ===              ===

Average Daily Production Rate........................      0.365            0.387            0.375            0.374
                                                           -----            -----            -----            -----
</TABLE>

<TABLE>
<CAPTION>
CALPINE CONTRACTUAL PORTFOLIO - AS OF SEPTEMBER 30, 2002

                                            2003             2004             2005             2006            2007
                                          -------          -------          -------          -------          -------
<S>                                        <C>              <C>              <C>              <C>              <C>
Estimated Generation
 (in millions of mwh)
   - Baseload.......................       156.2            178.7            190.5            190.5            190.5
   - Peaking........................        22.9             25.5             26.3             26.3             26.3
                                           -----            -----            -----            -----            -----
      Total.........................       179.1            204.2            216.8            216.8            216.8
                                           =====            =====            =====            =====            =====

Contractual Generation
 (in millions of mwh)
   - Baseload.......................        80.6             69.5             71.1             68.7             58.8
   - Peaking........................        18.4             18.5             18.5             17.4             17.4
                                            ----             ----             ----             ----             ----
      Total.........................        99.0             88.0             89.6             86.1             76.2
                                            ====             ====             ====             ====             ====

% Sold
   - Baseload.......................        52%              39%              37%              36%              31%
   - Peaking........................        80%              73%              70%              66%              66%
      Total.........................        55%              43%              41%              40%              35%

Contractual Spark Spread per mwh....      $21.05           $22.46           $21.85           $21.67           $22.34
</TABLE>





































                                     - 11 -
<PAGE>
<TABLE>
<CAPTION>
CAPITALIZATION                                                                  As of               As of
                                                                         September 30, 2002  December 31, 2001
                                                                         ------------------  -----------------
<S>                                                                               <C>                 <C>
Cash balance (in billions)..............................................          $0.7                $1.5

Total debt (in billions) ...............................................         $13.4               $12.7

Debt to capitalization ratio ...........................................           72%                 75%

Present value of operating leases (in billions) ........................          $2.2                $2.3

Unconsolidated debt of equity method investments (estimated, in
 billions) (4)..........................................................          $0.2                $0.2

(in thousands):

Short-term debt
   Notes payable and borrowings under lines of credit, current portion..    $   250,389          $    23,238
   Capital lease obligation, current portion............................          3,001                2,206
   Construction/project financing, current portion......................        167,509                   --
   Zero-Coupon Convertible Debentures Due 2021..........................             --              878,000
                                                                            -----------          -----------
        Total short-term debt...........................................        420,899              903,444

Long-term debt
   Notes payable and borrowings under lines of credit,
    net of current portion..............................................      1,002,453               74,750
   Capital lease obligation, net of current portion.....................        205,149              207,219
   Construction/project financing, net of current portion...............      3,510,595            3,393,410
   Convertible Senior Notes Due 2006....................................      1,200,000            1,100,000
   Senior notes.........................................................      7,089,746            7,049,038
                                                                            -----------          -----------
        Total long-term debt............................................     13,007,943           11,824,417

           Total debt...................................................    $13,428,842          $12,727,861

   Company-obligated mandatorily redeemable convertible
    preferred securities of subsidiary trusts...........................    $ 1,123,787          $ 1,123,024
   Minority interests...................................................    $   198,875          $    47,389
   Total stockholders' equity (5).......................................    $ 3,920,942          $ 3,010,569
                                                                            -----------          -----------

Total capitalization....................................................    $18,672,446          $16,908,843
                                                                            ===========          ===========

Debt to capitalization ratio
Total debt..............................................................    $13,428,842          $12,727,861
Total capitalization....................................................    $18,672,446          $16,908,843
Debt to capitalization..................................................         72%                 75%
----------
<FN>
(1)  Based on the company's  effective tax rate of approximately 29.8% and 29.5%
     for the three and nine months ended, respectively.
(2)  This non-GAAP  measure is presented not as a measure of operating  results,
     but rather as a measure of our  ability to service  debt.  It should not be
     construed as an alternative to either (i) income (loss) from  operations or
     (ii) cash flows from operating  activities to be disclosed in the company's
     Form 10-Q for the quarter  ended  September  30, 2002. It 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, depletion and
     amortization,   plus  distributions  on  trust  preferred  securities.  The
     interest, tax and depreciation and amortization  components of discontinued
     operations are added back in calculating EBITDA, as adjusted.
(3)  Does not include  MWh  generated  by  unconsolidated  investments  in power
     projects.
(4)  Amounts based on Calpine's ownership percentage.
(5)  Includes other comprehensive loss ("OCI") of $230,616 at September 30, 2002
     and $226,574 at December 31, 2001.  Excluding OCI from stockholders' equity
     would change the debt to capitalization ratio to 71% at September 30, 2002,
     and would change the ratio to 74% at December 31, 2001.
</FN>
</TABLE>












                                     - 12 -

