CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                          CALPINE NATURAL GAS COMPANY
                             a Delaware corporation
                                      INTO
                              CALPINE CORPORATION
                             a Delaware corporation

              (Pursuant to Section 253 of the General Corporation
                         Law of the State of Delaware)

     Calpine Corporation, a corporation duly organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  does hereby
certify:

     FIRST:  That Calpine  Corporation  (the  "Company") and Calpine Natural Gas
Company  ("CNGC") are  corporations  duly  organized  and existing  under and by
virtue of the General Corporation Law of the State of Delaware.

     SECOND:  That the Company owns all of the issued and outstanding  shares of
the capital stock of CNGC.

     THIRD:  That the Company,  by  resolutions  of its board of directors  duly
adopted at a meeting held on the 22nd day of April, 2002,  determined to and did
merge into itself said CNGC, and that such  resolutions  have not been rescinded
and are in full force and effect on the date hereof,  which  resolutions  are in
the following words, to wit:

          "WHEREAS,  the  merger of Calpine  Natural  Gas GP,  Inc.,  a Delaware
     corporation, with and into the Company and the receipt of 990 shares of the
     common stock of Calpine Natural Gas Company, a Delaware  corporation,  from
     Calpine Natural Gas Holdings, LLC, a Delaware limited liability company and
     wholly owned subsidiary of the Company (the "Stock Transfer"),  resulted in
     CNGC becoming a wholly owned subsidiary of the Company;

          WHEREAS,  the board of directors of the Company deems it advisable and
     in the  best  interests  of the  Company  to merge  CNGC  with and into the
     Company, with the Company being the surviving corporation;

          NOW, THEREFORE,  BE IT RESOLVED, that CNGC be merged with and into the
     Company pursuant to Section 253 of the General Corporation Law of the State
     of Delaware, and that the Company succeed to and possess all the rights and
     assets of CNGC and be subject to all of the  liabilities and obligations of
     CNGC;

          RESOLVED FURTHER,  that each share of the capital stock of CNGC issued
     and  outstanding  immediately  prior to the  effective  time of the  merger
     shall,  upon the effective  time and by virtue of the merger,  be cancelled
     without payment therefor;




                                        1                      STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:02 PM 04/24/2002
                                                             020262278 - 0939652

          RESOLVED FURTHER,  that the merger shall become effective at such time
     designated in the  Certificate of Ownership and Merger filed by the Company
     with the Secretary of State of the State of Delaware to effect the merger;

          RESOLVED  FURTHER,  that the  appropriate  officers of the Company are
     hereby  authorized  and empowered to file the necessary  documents with the
     Secretary  of  State of the  State of  Delaware,  to  incur  the  necessary
     expenses  therefor  and to take,  or cause to be  taken,  all such  further
     action and to execute and deliver or cause to be executed and delivered, in
     the name of and on behalf of the Company,  all such further instruments and
     documents  as any such  officer may deem to be  necessary  or  advisable in
     order to effect the purpose and intent of the foregoing  resolutions and to
     be in the best interests of the Company (as  conclusively  evidenced by the
     taking of such action or the execution and delivery of such instruments and
     documents,  as the  case  may be,  by or under  the  direction  of any such
     officer);

          RESOLVED FURTHER, that the prior actions of the officers and directors
     of the Company in undertaking to carry out the transactions contemplated by
     the  foregoing  resolutions  be, and the same hereby are, in all  respects,
     approved, adopted, ratified and confirmed; and

          RESOLVED  FURTHER,  anything  herein  or  elsewhere  to  the  contrary
     notwithstanding,  the merger may be amended or terminated  and abandoned by
     the board of  directors  of the  Company at any time prior to the time that
     the  Certificate  of Ownership and Merger filed with the Secretary of State
     of Delaware becomes effective."

          FOURTH:  The merger shall become effective at 11:59 p.m., Eastern Time
     on April 24, 2002.



          IN WITNESS  WHEREOF,  the Company has caused  this  Certificate  to be
     signed by its duly authorized officer this 24 day of April, 2002.


                                                  CALPINE CORPORATION


                                                  By:   /s/ Peter Cartwright
                                                     ---------------------------
                                                     Peter Cartwright, President








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