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                                                                    EXHIBIT 3.11


                            MEMORANDUM OF ASSOCIATION

                                       OF

                      CALPINE CANADA ENERGY FINANCE II ULC

1.       The name of the Company is CALPINE CANADA ENERGY FINANCE II ULC.

2.       There are no restrictions on the objects and powers of the Company and
         the Company shall expressly have the following powers:

         (1)      to sell or dispose of its undertaking, or a substantial part
                  thereof;

         (2)      to distribute any of its property in specie among its members;
                  and

         (3)      to amalgamate with any company or other body of persons.

3.       The liability of the members is unlimited.

         I, the undersigned, whose name, address and occupation are subscribed,
am desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to take the number and kind of shares in the capital
stock of the Company written below my name.

                             __________________________________________________
                             Name of Subscriber:  Charles S. Reagh
                             800-1959 Upper Water Street, Halifax, NS  B3J 2X2
                             Occupation:  Solicitor
                             Number of shares subscribed:  One Common share

TOTAL SHARES TAKEN:  one common share
Dated this 11th day of July, 2001.


Witness to above signature: ________________________________________
                              Name of Witness:  Amy Smith
                              800-1959 Upper Water Street, Halifax, NS  B3J 2X2
                              Occupation:  Legal Assistant