EXHIBIT 4.4


                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               CALPINE CORPORATION


     CALPINE  CORPORATION,  a corporation  duly organized and existing under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

     1.  The  Amended  and  Restated   Certificate  of   Incorporation   of  the
Corporation,  as  amended  on July 26,  2001,  is  hereby  amended  by  deleting
paragraph  (a) of Article  FOURTH  thereof and  inserting  the following in lieu
thereof:

         (a)   The  Corporation  is authorized  to issue
         2,010,000,000  shares  of  capital stock,  $.001
         par value.  The  shares  shall  be  divided into
         two classes, designated as follows:

              Designation of Class               Number of Shares
              --------------------               ----------------

              Common Stock                       2,000,000,000
              Preferred Stock                       10,000,000
                                                 --------------
                      Total                      2,010,000,000

     2.  The  foregoing  amendment  was  duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.








     IN WITNESS WHEREOF,  Calpine  Corporation has caused this Certificate to be
executed by Ann B. Curtis,  its duly  authorized  officer,  this 2nd day of June
2004.

                                     CALPINE CORPORATION


                                     By:  /s/ Ann B. Curtis
                                          ---------------------------------
                                          Name:   Ann B. Curtis
                                          Title:  Executive Vice President, Vice
                                                  Chairman of the Board and
                                                  Corporate Secretary