EXHIBIT 4.1


                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT


     THIS AMENDMENT NO. 2 TO RIGHTS  AGREEMENT (this  "Amendment"),  dated as of
March 18, 2005, is between  Calpine  Corporation,  a Delaware  corporation  (the
"Company"),  and  EquiServe  Trust  Company,  N.A., as rights agent (the "Rights
Agent").

     WHEREAS,  the  Company  and the Rights  Agent are parties to an Amended and
Restated Rights Agreement,  dated as of September 19, 2001,  between the Company
and the Rights Agent, as amended by Amendment No. 1 to Rights  Agreement,  dated
as of September 28, 2004 (as so amended, the "Rights Agreement"); and

     WHEREAS,  pursuant to Section 27 of the Rights  Agreement,  the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;

     NOW, THEREFORE, the Rights Agreement is hereby amended as follows:

     1.   Amendment of Section 7(a).

          Section 7(a) of the Rights Agreement is amended by deleting the clause
"(i) the Close of  Business  on the tenth  anniversary  of the  Rights  Dividend
Declaration Date (the "Final Expiration  Date")," and replacing it with "(i) the
Close of Business on May 1, 2005 (the "Final Expiration Date"),".

     2.   Effectiveness.

          This  Amendment  shall be  deemed  effective  as of the date set forth
above as if  executed  by both  parties  hereto on such date.  Except as amended
hereby,  the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

     3.   Miscellaneous.

          This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance  with the laws of such state  applicable  to contracts to be made and
performed  entirely  within such state.  This  Amendment  may be executed in any
number of  counterparts,  each of such  counterparts  shall for all  purposes be
deemed to be an original,  and all such counterparts  shall together  constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this  Amendment  is  held  by a court  of  competent  jurisdiction  or  other
authority to be invalid, illegal, or unenforceable,  the remainder of the terms,
provisions,  covenants and  restrictions  of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.






     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date first set forth above.


                                       CALPINE CORPORATION


                                       By: /s/ Lisa M. Bodensteiner
                                           -------------------------------------
                                           Name:  Lisa M. Bodensteiner
                                           Title: Executive Vice President and
                                                  General Counsel



                                       EQUISERVE TRUST COMPANY, N.A.


                                       By: /s/  Kevin Laurita
                                           -------------------------------------
                                           Name:  Kevin Laurita
                                           Title: Managing Director