<SUBMISSION>
<ACCESSION-NUMBER>0000919574-08-008692
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20081121
<DATE-OF-FILING-DATE-CHANGE>20081121
<SUBJECT-COMPANY>
<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>SC 13D/A
<ACT>34
<FILE-NUMBER>005-48317
<FILM-NUMBER>081205770
</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>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
<CIK>0001233563
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O INTERNATIONAL FUND SERVICES LIMITED
<STREET2>THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
<CITY>DUBLIN  2
<STATE>L2
<ZIP>00000
<PHONE>2125216972
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O INTERNATIONAL FUND SERVICES LIMITED
<STREET2>THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
<CITY>DUBLIN  2
<STATE>L2
<ZIP>00000
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>HARBERT DISTRESSED INVESTMENT MASTER FUND LTD
<DATE-CHANGED>20030516
</FORMER-COMPANY>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>d940609_13d-a.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------
                                  SCHEDULE 13D
                                 (Rule 13d-101)
             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 3)

                              Calpine Corporation*
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.001 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    131347304
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Joel B. Piassick
                       2100 Third Avenue North, Suite 600
                            Birmingham, Alabama 35203
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                November 20, 2008
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].

     Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.

----------
* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE
"FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO
THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.

The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Master Fund I, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

      71,318,088

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

      71,318,088

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      71,318,088

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     16.6%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Offshore Manager, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

      71,318,088

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

      71,318,088

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      71,318,088

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     16.6%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     HMC Investors, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

      71,318,088

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

      71,318,088

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      71,318,088

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     16.6%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Special Situations Fund, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     WC

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     34,346,115

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     34,346,115

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     34,346,115

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.0%

14.  TYPE OF REPORTING PERSON*

     PN
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Special Situations GP, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     34,346,115

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     34,346,115

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     34,346,115

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.0%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     HMC - New York, Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     34,346,115

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     34,346,115

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     34,346,115

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.0%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbert Management Corporation

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Alabama

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     34,346,115

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     34,346,115

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     34,346,115

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     8.0%

14.  TYPE OF REPORTING PERSON*

     CO
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Philip Falcone

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     105,664,203

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     105,664,203

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     105,664,203

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     24.6%

14.  TYPE OF REPORTING PERSON*

     IN
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Raymond J. Harbert

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     105,664,203

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     105,664,203

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     105,664,203

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     24.6%

14.  TYPE OF REPORTING PERSON*

     IN
<PAGE>

CUSIP No. 131347304
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Michael D. Luce

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*

     AF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.   SOLE VOTING POWER

     0

8.   SHARED VOTING POWER

     105,664,203

9.   SOLE DISPOSITIVE POWER

     0

10.  SHARED DISPOSITIVE POWER

     105,664,203

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     105,664,203

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES*

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     24.6%

14.  TYPE OF REPORTING PERSON*

     IN
<PAGE>

CUSIP No. 131347304
          ---------

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.

     NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 2, FILED ON MAY 21,
2008.

--------------------------------------------------------------------------------
Item 2.  Identity and Background

     (a-c,f) This Schedule 13D/A is being filed by Harbinger Capital Partners
Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore
Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master
Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbinger
Capital Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger
Capital Partners Special Situations GP, LLC, the general partner of the Special
Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"),
Harbert Management Corporation ("HMC"), the parent of HMCNY, Philip Falcone, a
member of HMC Investors, a shareholder of HMC and the portfolio manager of the
Master Fund and the Special Fund, Raymond J. Harbert, a member of HMC Investors
and a shareholder of HMC, and Michael D. Luce, a member of HMC Investors and a
shareholder of HMC (each of the Master Fund, Harbinger Management, HMC
Investors, HMC, Special Fund, HCPSS, HMCNY, Philip Falcone, Raymond J. Harbert
and Michael D. Luce may be referred to herein as a "Reporting Person" and
collectively may be referred to as "Reporting Persons").

     The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger
Management, HMC Investors and HCPSS is a Delaware limited liability company. The
Special Fund is a Delaware limited partnership. HMC is an Alabama corporation.
HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert and
Michael D. Luce is a United States citizen. The principal business address for
each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue,
16th Floor, New York, New York 10022. The principal business address for each of
Harbinger Management, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce
is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.

     (d, e) NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 2, FILED ON
MAY 21, 2008.

--------------------------------------------------------------------------------
Item 3.  Source and Amount of Funds or Other Consideration.

As of the date hereof the Master Fund may be deemed to beneficially own
71,318,088 Shares.

As of the date hereof Harbinger Management may be deemed to beneficially own
71,318,088 Shares.

As of the date hereof HMC Investors may be deemed to beneficially own 71,318,088
Shares.

As of the date hereof the Special Fund may be deemed to beneficially own
34,346,115 Shares.

As of the date hereof HCPSS may be deemed to beneficially own 34,346,115 Shares.

As of the date hereof HMCNY may be deemed to beneficially own 34,346,115 Shares.

As of the date hereof HMC may be deemed to beneficially own 34,346,115 Shares.

As of the date hereof Mr. Falcone may be deemed to beneficially own 105,664,203
Shares.

As of the date hereof Mr. Harbert may be deemed to beneficially own 105,664,203
Shares.

As of the date hereof Mr. Luce may be deemed to beneficially own 105,664,203
Shares.

No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.

--------------------------------------------------------------------------------
Item 4.  Purpose of Transaction.

ITEM 4 IS HEREBY AMENDED AND RESTATED BY ADDING THE FOLLOWING:

On November 13, 2008, the Special Fund filed a Form 144 indicating that it may
sell Shares in the market under Rule 144. As is customary, the filing indicated
the maximum number of Shares that could be sold under Rule 144 by the Special
Fund in the succeeding three month period. The filing was made to provide the
Special Fund with the flexibility to manage its portfolio under currently
volatile market conditions, with any determination to sell being necessarily
subject thereto. To eliminate any ambiguity in this regard, on November 20,
2008, Harbinger Capital Partners, an affiliate of the Harbinger Reporting
Persons, released the following statement to a financial media outlet.
"Harbinger Capital Partners is not currently selling its shares in Calpine Corp.
and may buy more." The Harbinger Reporting Persons may also determine to
rebalance holdings of Shares between the funds. The Harbinger Reporting Persons
assume no obligation to make any further statements regarding their transactions
in the Shares, except as required by law.

--------------------------------------------------------------------------------
Item 5.  Interest in Securities of the Issuer.

          (a, b) As of the date hereof, the Master Fund may be deemed to be the
beneficial owner of 71,318,088* Shares, constituting 16.6% of the Shares of the
Issuer, based upon 429,002,043 Shares outstanding as of the date of this filing.

          The Master Fund has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 71,318,088 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 71,318,088 Shares.

          (a, b) As of the date hereof, Harbinger Management may be deemed to be
the beneficial owner of 71,318,088* Shares, constituting 16.6% of the Shares of
the Issuer, based upon 429,002,043 Shares outstanding as of the date of this
filing.

          Harbinger Management has the sole power to vote or direct the vote of
0 Shares; has the shared power to vote or direct the vote of 71,318,088 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 71,318,088 Shares.

          (a, b) As of the date hereof, HMC Investors may be deemed to be the
beneficial owner of 71,318,088* Shares, constituting 16.6% of the Shares of the
Issuer, based upon 429,002,043 Shares outstanding as of the date of this filing.

          HMC Investors has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 71,318,088 Shares;
has sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 71,318,088 Shares.

          (a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 34,346,115** Shares, constituting 8.0% of the Shares of the
Issuer, based upon 429,002,043 Shares outstanding as of the date of this filing.

     The Special Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 34,346,115 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 34,346,115 Shares.

(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
34,346,115** Shares, constituting 8.0% of the Shares of the Issuer, based upon
429,002,043 Shares outstanding as of the date of this filing.

     HCPSS has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 34,346,115 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 34,346,115 Shares.

     (a, b) As of the date hereof, HMCNY may be deemed to be the beneficial
owner of 34,346,115** Shares, constituting 8.0% of the Shares of the Issuer,
based upon 429,002,043 Shares outstanding as of the date of this filing.

     HMCNY has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 34,346,115 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 34,346,115 Shares.

          (a, b) As of the date hereof, HMC may be deemed to be the beneficial
owner of 34,346,115** Shares, constituting 8.0% of the Shares of the Issuer,
based upon 429,002,043 Shares outstanding as of the date of this filing.

          HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 34,346,115 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 34,346,115 Shares.

          (a, b) As of the date hereof, Philip Falcone may be deemed to be the
beneficial owner of 105,664,203*/** Shares, constituting 24.6% of the Shares of
the Issuer, based upon 429,002,043 Shares outstanding as of the date of this
filing.

          Mr. Falcone has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 105,664,203 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 105,664,203 Shares.

          (a, b) As of the date hereof, Raymond J. Harbert may be deemed to be
the beneficial owner of 105,664,203*/** Shares, constituting 24.6% of the Shares
of the Issuer, based upon 429,002,043Shares outstanding as of the date of this
filing.

          Mr. Harbert has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 105,664,203 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 105,664,203 Shares.

          (a, b) As of the date hereof, Michael D. Luce may be deemed to be the
beneficial owner of 105,664,203*/** Shares, constituting 24.6% of the Shares of
the Issuer, based upon 429,002,043 Shares outstanding as of the date of this
filing.

          Mr. Luce has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 105,664,203 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 105,664,203 Shares.

----------
* Includes 6,189,645 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.

** Includes 3,092,603 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.

--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

     NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 2, FILED ON MAY 21,
2008.

--------------------------------------------------------------------------------
Item 7.  Material to be Filed as Exhibits.

Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in the Shares of the Issuer during the
            past sixty days or since the most recent filing on Schedule 13D
<PAGE>

                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------


HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
------------------------


HMC - New York, Inc.

By: /s/ Joel B. Piassick
------------------------


Harbert Management Corporation

By: /s/ Joel B. Piassick
------------------------

/s/ Philip Falcone
------------------------
Philip Falcone

/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert

/s/ Michael D. Luce
------------------------
Michael D. Luce

November 21, 2008

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>

                                    Exhibit A

                                    AGREEMENT

The undersigned agree that this Schedule 13D, Amendment No. 3, dated November
21, 2008 relating to the Common Stock, $.001 par value of Calpine Corporation
shall be filed on behalf of the undersigned.


Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------


HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
------------------------


Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
------------------------


HMC - New York, Inc.

By: /s/ Joel B. Piassick
------------------------


Harbert Management Corporation

By: /s/ Joel B. Piassick
------------------------

/s/ Philip Falcone
------------------------
Philip Falcone

/s/ Raymond J. Harbert
------------------------
Raymond J. Harbert

/s/ Michael D. Luce
------------------------
Michael D. Luce
<PAGE>

                                    Exhibit B

                Transactions in the Common Stock, $.001 par value
                -------------------------------------------------

               TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

         Date of              Number of Shares         Price per Share
       Transaction            Purchase/(Sold)

       10/15/2008                 175,000                   $9.10

    TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

         Date of              Number of Shares         Price per Share
       Transaction            Purchase/(Sold)

        10/15/08                   75,000                   $9.10
        11/13/08                  (10,000)                  $8.64
        11/14/08                 (213,777)                  $8.51

SK 03773 0003 940609
</TEXT>
</DOCUMENT>
</SUBMISSION>
