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): July 16, 2003


                               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





ITEM 5.  OTHER EVENTS

                                                                    NEWS RELEASE

                                                        CONTACTS: (408) 995-5115
                                        Media Relations: Katherine Potter, x1168
                                         Investor Relations: Rick Barraza, x1125


                    CALPINE COMPLETES FUNDING OF $3.3 BILLION
                             SECURED NOTES OFFERING

     (SAN  JOSE,  CALIF.)  July 16,  2003 - Calpine  Corporation  [NYSE:CPN],  a
leading North  American power  company,  today  announced that it has closed its
$3.3 billion term loan and  second-priority  senior secured notes offering.  The
term loan and senior notes are secured by substantially  all of the assets owned
directly by Calpine  Corporation,  including  natural gas and power plant assets
and the stock of Calpine Energy Services and other subsidiaries.

     The offering was comprised of two tranches of floating rate  securities and
two tranches of fixed rate securities. The floating rate securities included:

     o    A $750  million,  four-year  term loan  priced at Libor plus 575 basis
          points; and

     o    $500 million of Second-Priority Senior Secured Floating Rate Notes due
          2007, also priced at Libor plus 575 basis points.

     The fixed rate securities included:

     o    $1.15 billion of 8.5% Second  Priority  Senior Secured Notes due 2010;
          and

     o    $900 million of 8.75% Second Priority Senior Secured Notes due 2013.

     Net proceeds from the offering will be used to repay existing indebtedness,
including  approximately $950 million outstanding under the company's term loan,
which  was to mature in May 2004;  borrowings  outstanding  under the  company's
working capital revolvers;  and outstanding  public  indebtedness in open-market
purchases and as otherwise permitted by the company's indentures.

     To date, the company has purchased approximately $708 million face value of
outstanding  senior  notes at a cost of  approximately  $608  million  using net
proceeds from the offering.

     The term loan and  senior  secured  notes  have been  offered  in a private
placement under Rule 144A, have not been registered  under the Securities Act of
1933,  and may not be offered in the United  States  absent  registration  or an
applicable  exemption from registration  requirements.  This press release shall
not  constitute  an  offer  to  sell or the  solicitation  of an  offer  to buy.
Securities  laws  applicable  to  private  placements  under Rule 144A limit the
extent of information that can be provided at this time.








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:  July 16, 2003