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): October 26, 2004


                               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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.03 -- CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     On October 26, 2004,  Calpine (Jersey) Limited (the "Issuer"),  an indirect
subsidiary of Calpine Corporation  ("Calpine"),  issued and sold $360 million of
its  Redeemable  Preferred  Shares  (the  "Shares").  The Shares  were sold in a
private placement to (i) accredited  investors in reliance on Regulation D under
the Securities Act of 1933, as amended (the  "Securities  Act") and (ii) outside
the United States to persons who are not U.S.  persons in reliance on Regulation
S under the  Securities  Act.  All amounts in this report in $ or dollars are in
U.S. dollars.

     The Shares will pay dividends quarterly in arrears on January 15, April 15,
July 15 and October 15 of each year,  beginning January 15, 2005, at the rate of
three-month U.S. dollar LIBOR plus 700 basis points,  resetting  quarterly,  and
will mature on October  15,  2006.  The  proceeds of the sale of the Shares were
loaned to Calpine  Energy  Finance  Luxembourg  S.ar.l.  ("LuxCo"),  an indirect
subsidiary  of Calpine  and an  affiliate  of the  Issuer,  pursuant to a senior
intercompany loan between Issuer, as lender, and LuxCo, as borrower.  LuxCo then
loaned such proceeds to Saltend  Cogeneration  Company Limited ("SCCL") pursuant
to a senior  intercompany loan between LuxCo, as lender,  and SCCL, as borrower.
SCCL is a guarantor of the  intercompany  loan between the Issuer and LuxCo, and
both intercompany  loans are guaranteed by certain other affiliates of LuxCo and
SCCL.  Although the rights under the Shares are not  secured,  the  intercompany
loan  between  the Issuer and LuxCo is secured by certain of the assets of LuxCo
and SCCL,  and both  intercompany  loans are secured by certain of the assets of
each of the other  guarantors of the loans.  SCCL has further agreed that,  upon
the occurrence of certain conditions (including obtaining additional third-party
consents),  SCCL will  provide  certain  additional  assets as security  for the
intercompany  loans.  In  addition,  Calpine has agreed that one of its Canadian
subsidiaries  and  one of its  U.S.  subsidiaries  will,  within  45 days of the
issuance of the  Shares,  collectively  pledge as  additional  security  for the
intercompany  loans $270 million  (based on their  acquisition  value) of senior
bonds of  Calpine  or its  subsidiaries  which  are  currently  held by  Calpine
subsidiaries.

     The Issuer is  required to redeem  Shares (i)  tendered to it by holders of
Shares  following the  occurrence of a change of control of the Issuer's  direct
parent  company,  Calpine  (Jersey)  Holdings  Limited and (ii) to the extent it
receives certain funds,  including,  subject to certain exceptions,  payments of
principal under the  intercompany  loan between it and LuxCo and the proceeds of
certain debt issuances by the Issuer, and in certain circumstances by Calpine or
its other  subsidiaries,  in each case at the redemption prices specified in the
Articles of Association of the Issuer.  The Shares may also be redeemed in whole
or in part at the  Issuer's  option  at any time  after  April  26,  2005 at the
redemption  prices  specified in the Articles of Association of the Issuer.  The
Issuer may also, at its option, redeem the Shares at 100% of the paid-up capital
of the Shares plus accrued and unpaid  interest  through the redemption  date in
the event of certain changes in tax laws, tax treaties or published  practice of
relevant tax authorities.

     The  Issuer  is  obligated  under the  terms of the  Shares to comply  with
certain  covenants,  including  restrictions  on the  incurrence  of liens;  the
incurrence of debt;  distributions  on, and  repurchase/redemptions  of, certain
junior securities;  mergers,  consolidations and asset sales;  certain affiliate
transactions;  and  amendments,  waivers or transfers of the  intercompany  loan
between the Issuer and LuxCo or the related guaranties.  In addition, the Issuer
must  affirmatively  enforce its rights under its intercompany loan to LuxCo and
the related guaranties,  and provide certain financial information to holders of
Shares.  The  Issuer's  Articles of  Association  further  provide that upon the
occurrence of certain  voting rights trigger  events,  the holders of the Shares
will have the right to elect the board of the Issuer.  The voting rights trigger
events  include the failure to declare and pay  dividends  when due;  failure to
satisfy redemption  provisions;  cross defaults to the intercompany  loans, loan
guaranties and other  indebtedness in excess of $5 million;  breach of the Share
covenants;  continuing  unenforceability or repudiation of the guaranties of the
intercompany loans or any security with respect to the intercompany loans or the
guaranties thereof; and certain insolvency events.

ITEM 8.01. OTHER EVENTS

NEWS RELEASE                                             CONTACTS:  408-995-5115
                                    Media Relations: Katherine Potter, Ext. 1168
                                     Investor Relations: Rick Barraza, Ext. 1125

              Calpine Closes $360 Million Preferred Equity Offering
                        Relating to its Saltend Project

     SAN JOSE, Calif., Oct. 27  /PRNewswire-FirstCall/  -- Calpine Corporation's
(NYSE:  CPN) indirect,  wholly owned  subsidiary  Calpine  (Jersey)  Limited has
received funding on its $360 million offering of two-year,  Redeemable Preferred
Shares at U.S. LIBOR plus 700 basis points.

     The proceeds of the offering of the Redeemable Preferred Shares were loaned
to Calpine's  1,200-megawatt  Saltend  cogeneration power plant located in Hull,
Yorkshire, England, and the payments of principal and interest on such loan will
fund  payments  on the  Redeemable  Preferred  Shares.  The net  proceeds of the
Redeemable  Preferred Shares offering will be used as permitted by the company's
indentures.

     The Redeemable  Preferred  Shares were not registered  under the Securities
Act of 1933,  and could not be offered in the United States absent  registration
or an  applicable  exemption  from  registration  requirements.  The  Redeemable
Preferred Shares were offered in a private  placement in the United States under
Regulation D under the  Securities  Act of 1933 and outside of the United States
pursuant to Regulation S under the  Securities  Act of 1933.  This press release
shall not  constitute an offer to sell or the  solicitation  of an offer to buy.
Securities laws applicable to private placements limit the extent of information
that can be provided at this time.

     "Safe Harbor" Statement under the Private Securities  Litigation Reform Act
of 1995:  Statements  in this  press  release  regarding  Calpine  Corporation's
business which are not historical  facts are  "forward-looking  statements" that
involve   risks  and   uncertainties.   For  a  discussion  of  such  risks  and
uncertainties,  which could cause actual results to differ from those  contained
in the  forward-looking  statements,  see "Risk Factors" in the Company's Annual
Report or Form 10-K for the most recently ended fiscal year.






                                   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: November 5, 2004