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): November 10, 2005

                               CALPINE CORPORATION
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                        Commission File Number: 001-12079

                I.R.S. Employer Identification Number: 77-0212977

                           50 West San Fernando Street
                           San Jose, California 95113
                            Telephone: (408) 995-5115
          (Address of principal executive offices and telephone number)

           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

     On November 10, 2005, Calpine Corporation's  ("Calpine")  indirect,  wholly
owned subsidiaries  Calpine Energy Services,  L.P. ("CES"), and Calpine Merchant
Services  Company,  Inc.  ("CMSC")  entered into a Trading Master Agreement (the
"Trading  Agreement") with CalBear Energy LP ("CalBear").  Pursuant to the terms
of the Trading Agreement,  CES has the right to enter into certain power and gas
trades (each a "Credit  Enhancement Trade") with CalBear as a credit sleeve with
certain approved  counterparties.  The Credit  Enhancement Trades are subject to
certain  limitations on types and quantities of trades (including a $350 million
limit on CalBear's gross  receivables  from third parties in connection with the
sleeved trades).

     The Trading  Agreement  will  terminate  upon a  termination  of the Master
Transaction Agreement dated September 7, 2005, by and among Calpine,  CMSC, CES,
CalBear and The Bear Stearns Companies Inc. (the "Master Transaction Agreement")
and can be  terminated  by any party for  covenant  defaults and other usual and
customary defaults, with negotiated cure periods.

     The indemnification  obligations of the Master Transaction  Agreement apply
to breaches of covenants and agreements  contained in the Trading  Agreement and
otherwise apply to the transactions  contemplated by the Trading  Agreement.  In
addition,  CES and  CMSC,  jointly  and  severally,  indemnify  CalBear  and its
affiliates  against any damages  resulting from breach of covenant or agreement,
violation of laws, and certain third party claims.


ITEM 8.01 -- OTHER MATTERS

     As  previously  reported  in  Calpine's  Current  Report  on Form 8-K dated
September  7, 2005,  filed with the SEC on September  13, 2005,  on September 7,
2005,  Calpine and CES entered into the Master  Transaction  Agreement with Bear
Stearns  pursuant to which the parties  agreed to create a new energy  marketing
and trading venture.  The information set forth in such Form 8-K is incorporated
by reference.  On October 31, 2005, required regulatory  approvals were received
and, on November 10, 2005, the parties closed the  transactions  contemplated by
the Master  Transaction  Agreement.  In  connection  with the closing,  CMSC and
CalBear became parties to the Master  Transaction  Agreement.  In addition,  the
Trading  Agreement  described  in Item 1.01 above was  executed  and  additional
agreements were executed including an Agency and Services Agreement by and among
CMSC and CalBear,  pursuant to which CMSC will act as CalBear's  exclusive agent
for  gas  and  power  trading,  and an  ISDA  Master  Agreement,  Schedule,  and
applicable  annexes between CES and CalBear to effectuate the Credit Enhancement
Trades.





                                   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, Controller and
                                       Chief Accounting Officer


Date: November 17, 2005