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): February 25, 2005


                               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:

     [ ]  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 1.01 -- ENTRY INTO A MATERIAL  DEFINITIVE  AGREEMENT

     Effective  as  of  February  25,  2005,  Calpine  Steamboat  Holdings,  LLC
("Steamboat"),  an  indirect  subsidiary  of  Calpine  Corporation  ("Calpine"),
entered into a $503 million  non-recourse  project finance  facility with Calyon
New York Branch, as lead arranger,  underwriter,  co-book runner, administrative
agent and  collateral  agent;  Cobank,  ACB,  as a lead  arranger,  underwriter,
co-syndication  agent and co-book  runner;  HSH Nordbank AG, as a lead arranger,
underwriter and  co-documentation  agent; UFJ Bank Limited,  as a lead arranger,
underwriter and co-documentation  agent; and Bayerische Hypo-Und Vereinsbank AG,
New York Branch, as a lead arranger,  underwriter and co-syndication  agent, and
the Lenders from time to time party  thereto.  The  facility  will provide up to
$215 million in funding to complete the construction of the 375-megawatt Mankato
Energy Center in Blue Earth County,  Minnesota, and $251.5 million in funding to
complete the  250-megawatt  Freeport  Energy  Center,  in Freeport,  Texas.  The
facility is initially  structured as a construction  loan,  converting to a term
loan upon  commercial  operations  of both  plants,  and will mature in December
2011.  Steamboat may elect to have loans under the facility bear interest at (i)
LIBOR  plus  the  applicable  margin  or (ii)  the  greater  of the  prime  rate
established  from time to time by Calyon or the  federal  funds rate plus 0.50%,
plus, in either case, the applicable  margin minus 0.75%. The applicable  margin
for construction loans is 1.75% and for term loans is 1.75% during years one and
two, 1.875% during years three and four, and 2.00%  thereafter.  The facility is
secured  by  substantially  all  of the  assets  of the  plants  and  Steamboat,
Steamboat's  equity in the companies  that directly hold the plants and,  during
the  construction  period,  two Siemens 501F combustion  turbines.  Steamboat is
required to enter into interest rate hedging  arrangements  for at least half of
the loan amount.

     The  loans  must be  prepaid  with any  amounts  which  have  been  held in
Steamboat's distribution suspense account for eight quarters; certain liquidated
damages received from the construction  contractor;  certain insurance  proceeds
that have not been used to repair the plants;  certain cost  savings  associated
with the Freeport plant; and certain proceeds  received from the offtaker of the
Freeport plant upon the sale of the Freeport plant to such offtaker  pursuant to
an option described in the capacity sales agreement with the off taker. Upon the
occurrence of an event of default,  Steamboat is required to use certain project
funds to prepay the loans at the direction of the majority lenders. In addition,
the facility  could be  accelerated  upon the occurrence of an event of default.
Events of default include  failure to pay interest,  principal and other amounts
when due; other breaches under the facility (subject to applicable cure periods)
including   material   misrepresentations   or   omissions   with   respect   to
representations;  loss of or damage to a substantial  portion of the  collateral
securing the facility; abandonment of the plants; failure to maintain applicable
regulatory  status and permits;  certain  changes in control of Steamboat or the
plants; cross defaults to material project documents,  other credit and security
documents and other  indebtedness in excess of $1 million;  unenforceability  or
termination in material part of the credit documents, material project documents
or any security; and certain insolvency events.

     Steamboat  is  obligated  under the terms of the  facility  to comply  with
certain covenants,  including restrictions on its use of proceeds of loans under
the facility;  incurrence  of liens;  incurrence  of debt;  making  investments;
paying  dividends or  distributions;  selling or leasing  assets;  entering into
certain  affiliate  transactions;  changing  the  nature  of its  business;  and
amending material project documents.  Steamboat also affirmatively  covenants to
complete the construction of and to operate and maintain the plants; to maintain
certain debt  service and debt to equity  ratios and provide  certain  financial
information,  operating  budgets  and  notices of certain  events to the lenders
under the facility. Steamboat has provided indemnities to the lenders and agents
with respect to certain claims,  other than such claims arising out of the gross
negligence  or  willful  misconduct  of an  indemnified  party.  The  assets and
liabilities  of Steamboat  will be kept wholly  separate from those of all other
entities,  including Calpine and its other affiliates and Steamboat will pay its
operating expenses and liabilities from its own funds.

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

The  information  set forth  under  Item  1.01 of this Form 8-K is  incorporated
herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

     99.1 Press Release dated March 3, 2005.






                                   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: March 10, 2005





                                 EXHIBIT INDEX


                     Exhibit            Description
                     -------   -----------------------------
                     99.1      Press release


================================================================================

EXHIBIT 99.1

NEWS RELEASE                                             CONTACTS:  408-995-5115
                                   Media Relations:  Katherine Potter, Ext. 1168
                                    Investor Relations:  Karen Bunton, Ext. 1121

            Calpine Obtains $503 Million Project Finance Facility for
                    Its Mankato and Freeport Energy Centers

     (SAN  JOSE,  CALIF.)  - PR  Newswire-First  Call/March  3,  2005 -  Calpine
Corporation's  [NYSE: CPN] indirect subsidiary Calpine Steamboat  Holdings,  LLC
(Steamboat) has closed on a $503 million,  non-recourse project finance facility
that will  provide  funding to complete  the  construction  of the  375-megawatt
Mankato  Energy  Center   (Mankato)  in  Blue  Earth  County,   Minn.,  and  the
250-megawatt Freeport Energy Center (Freeport),  in Freeport, Texas. The project
finance facility will initially be structured as a construction loan, converting
to a term loan upon  commercial  operations  of the  plants,  and will mature in
December  2011.  The facility will  initially be priced at LIBOR plus 1.75%,  or
currently  4.5%.  Steamboat  is required  to enter into  interest  rate  hedging
arrangements for at least half of the loan amount in the next several weeks.

     A group of five banks  underwrote  the  project  finance  facility.  Calyon
served as lead arranger, underwriter,  co-book runner, and administrative agent;
CoBank as lead arranger, underwriter,  co-book runner, and co-syndication agent;
HVB Group as lead arranger,  underwriter, and co-syndication agent; HSH Nordbank
as lead arranger, underwriter, and co-documentation agent; and UFJ Bank Limited,
as lead arranger, underwriter, and co-documentation agent.

     "This marks the first time that Calpine's strategy of managing every aspect
of  a  power  plant,   from  development  and  construction  to  operations  and
maintenance,  has been  financed in the broader  commercial  bank  market," said
Calpine Vice President,  Finance, Brian Harenza. "We are pleased the bank market
supports  this next step in our  evolution  to a  vertically  integrated  energy
company.  We appreciate  the  continued  support of these core  institutions  in
completing  this  financing,  and we look forward to working with them on future
transactions."

     Upon closing,  Calpine received  approximately $97 million for construction
costs spent to date on the two projects.  The remaining  amount  available under
the  project  finance  facility  will  be used to  fund  the  completion  of the
projects. As part of the closing,  Calpine funded a $25 million letter of credit
for each project as credit support for construction activities.

     Calpine will sell the entire amount of the output of the Mankato project to
Northern States Power under a 20-year power sales agreement. Mankato is expected
to begin commercial  operations in June 2006.  Calpine's wholly owned subsidiary
Calpine  Construction  Management  Company,  Inc.  (CCMCI) is using its  Calpine
Construct Plus approach to build the plant.  CCMCI serves as general  contractor
and  manages  all  aspects of the project  including  design,  engineering,  and
equipment procurement through completion.  This construction approach allows for
maximum  flexibility  to schedule and manage work to enhance safety and quality,
as well as improve  plant  efficiency  and  reliability.  In  addition,  Calpine
Operating Services Company,  Inc. (COSCI), a subsidiary of Calpine, will operate
and maintain the facility.

     From its Freeport  project,  Calpine will sell steam and  approximately 200
megawatts of power to The Dow Chemical  Company  under a 25-year power and steam
sales  agreement.  Freeport  will sell the  remaining  50  megawatts of power to
Calpine  Energy  Services,  L.P., an affiliate of Calpine,  under an index-based
power purchase agreement. Freeport is expected to enter commercial operations in
multiple stages, with the first phases expected to occur in the fall of 2005 and
the last phase in  November  2006.  CCMCI is also  building  Freeport  using its
Calpine  Construct  Plus  approach,  and COSCI has  contracted  with Freeport to
perform all major maintenance at the facility.

     A  major  power  company,   Calpine  Corporation   supplies  customers  and
communities  with  electricity  from clean,  efficient,  natural  gas-fired  and
geothermal power plants. Calpine owns, leases and operates integrated systems of
plants in 21 U.S. states,  three Canadian provinces and the United Kingdom.  Its
customized  products  and services  include  wholesale  and retail  electricity,
natural gas, gas turbine components and services, energy management,  and a wide
range of power plant engineering,  construction and operations services. Calpine
was founded in 1984. It is included in the S&P 500 Index and is publicly  traded
on the New York Stock Exchange under the symbol CPN. For more information, visit
www.calpine.com.

     This  news  release  discusses  certain  matters  that  may  be  considered
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  including  statements  regarding  the  intent,  belief or  current
expectations  of  Calpine   Corporation  ("the  Company")  and  its  management.
Prospective investors are cautioned that any such forward-looking statements are
not  guarantees  of  future  performance  and  involve  a number  of  risks  and
uncertainties  that could  materially  affect  actual  results  such as, but not
limited to, (i) the timing and extent of  deregulation of energy markets and the
rules and regulations adopted on a transitional basis with respect thereto; (ii)
the timing and extent of changes in  commodity  prices for energy,  particularly
natural gas and electricity;  (iii) commercial operations of new plants that may
be delayed or prevented because of various  development and construction  risks,
such as a failure  to obtain  the  necessary  permits  to  operate,  failure  of
third-party  contractors to perform their contractual  obligations or failure to
obtain  financing on acceptable  terms;  (iv)  unscheduled  outages of operating
plants; (v) a competitor's  development of lower cost generating gas-fired power
plants; (vi) risks associated with marketing and selling power from power plants
in the  newly-competitive  energy  market;  (vii)  other risks  identified  from
time-to-time in the Company's reports and registration statements filed with the
SEC,  including the risk factors identified in its Annual Report on Form 10-K/A,
amendment  number 2, for the year ended  December 31, 2003 and in its  Quarterly
Report on Form 10-Q for the quarter ended September 30, 2004,  which can also be
found on the Company's website at www.calpine.com.  All information set forth in
this news release is as of today's date,  and the Company  undertakes no duty to
update this information.