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<ACCESSION-NUMBER>0000916457-05-000028
<TYPE>8-K
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<CONFORMED-NAME>CALPINE CORP
<CIK>0000916457
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<STREET1>50 WEST SAN FERNANDO ST
<CITY>SAN JOSE
<STATE>CA
<ZIP>95113
<PHONE>4089955115
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<FILENAME>o31805.txt
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): March 18, 2005


                               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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     The Board of Directors of Calpine Corporation (the "Company") has approved,
and the Company  and the Rights  Agent have  entered  into,  Amendment  No. 2 to
Rights  Agreement,  dated as of March 18, 2005 (the  "Amendment"),  amending the
Company's Amended and Restated Rights Agreement, dated as of September 19, 2001,
as amended by Amendment  No. 1 to Rights  Agreement,  dated as of September  28,
2004 (as  amended  to date,  the  "Rights  Agreement").  Pursuant  to the Rights
Agreement,  each share of the Company's common stock, par value $.001 per share,
includes  one  preferred  share  purchase  right  (a  "Right")   representing  a
contingent right to purchase, under certain circumstances, one one-thousandth of
a share of the Company's Series A Participating Preferred Stock, par value $.001
per share. Pursuant to the Amendment, the "Final Expiration Date," as defined in
the Rights  Agreement,  has been changed from June 5, 2007 (the date that is ten
years after the original Rights dividend  declaration date), to May 1, 2005. The
change  will have the effect of causing the Rights  Agreement  and the Rights to
terminate  at the close of business  on May 1, 2005,  unless a change of control
event under the Rights Agreement occurs prior thereto. Amendment No. 2 to Rights
Agreement is filed herewith as Exhibit 4.1.


SECTION 3 -- SECURITIES AND TRADING MARKETS

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

     The information set forth under Item 1.01 "Entry into a Material Definitive
Agreement" of this From 8-K is incorporated herein by reference.


SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of Businesses Acquired.

     Not  Applicable

(b)  Pro Forma Financial Information.

     Not  Applicable

(c)  Exhibits.

     4.1. Amendment  No. 2 to  Rights  Agreement,  dated as of March  18,  2005,
          between  Calpine  Corporation  and EquiServe  Trust Company,  N.A., as
          Rights Agent


<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, Controller and
                                       Chief Accounting Officer


Date: March 22, 2005



<PAGE>



                                    EXHIBITS


4.1. Amendment No. 2 to Rights  Agreement,  dated as of March 18, 2005,  between
     Calpine Corporation and EquiServe Trust Company, N.A., as Rights Agent
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-1.txt
<TEXT>
                                                                     EXHIBIT 4.1


                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT


     THIS AMENDMENT NO. 2 TO RIGHTS  AGREEMENT (this  "Amendment"),  dated as of
March 18, 2005, is between  Calpine  Corporation,  a Delaware  corporation  (the
"Company"),  and  EquiServe  Trust  Company,  N.A., as rights agent (the "Rights
Agent").

     WHEREAS,  the  Company  and the Rights  Agent are parties to an Amended and
Restated Rights Agreement,  dated as of September 19, 2001,  between the Company
and the Rights Agent, as amended by Amendment No. 1 to Rights  Agreement,  dated
as of September 28, 2004 (as so amended, the "Rights Agreement"); and

     WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1.   Amendment of Section 7(a).

          Section 7(a) of the Rights Agreement is amended by deleting the clause
"(i) the Close of  Business  on the tenth  anniversary  of the  Rights  Dividend
Declaration Date (the "Final Expiration  Date")," and replacing it with "(i) the
Close of Business on May 1, 2005 (the "Final Expiration Date"),".

     2.   Effectiveness.

          This  Amendment  shall be  deemed  effective  as of the date set forth
above as if  executed  by both  parties  hereto on such date.  Except as amended
hereby,  the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

     3.   Miscellaneous.

          This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance  with the laws of such state  applicable  to contracts to be made and
performed  entirely  within such state.  This  Amendment  may be executed in any
number of  counterparts,  each of such  counterparts  shall for all  purposes be
deemed to be an original,  and all such counterparts  shall together  constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this  Amendment  is  held  by a court  of  competent  jurisdiction  or  other
authority to be invalid, illegal, or unenforceable,  the remainder of the terms,
provisions,  covenants and  restrictions  of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date first set forth above.


                                       CALPINE CORPORATION


                                       By: /s/ Lisa M. Bodensteiner
                                           -------------------------------------
                                           Name:  Lisa M. Bodensteiner
                                           Title: Executive Vice President and
                                                  General Counsel



                                       EQUISERVE TRUST COMPANY, N.A.


                                       By: /s/  Kevin Laurita
                                           -------------------------------------
                                           Name:  Kevin Laurita
                                           Title: Managing Director
</TEXT>
</DOCUMENT>
</SUBMISSION>
