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 28, 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  5.02  --  DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
                DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     (b) On November 29, 2005, the Company  announced the  departure,  effective
November 28, 2005, of Peter Cartwright,  the Company's  Chairman,  President and
Chief  Executive  Officer,  and Robert D. Kelly,  the Company's  Executive  Vice
President and Chief Financial Officer. Mr. Cartwright and Mr. Kelly will also no
longer serve as director or officer of any Company  subsidiary.  Mr.  Cartwright
will continue to serve as a member of the Board of Directors of the Company, but
effective November 28, 2005, he will no longer serve as Chairman of the Board.

     (c) Effective  November 28, 2005, the Board appointed  Kenneth T. Derr, the
Company's  Lead  Director,  as Chairman of the Board and Acting Chief  Executive
Officer.  Eric N. Pryor, the Company's Executive Vice President and Deputy Chief
Financial Officer, will serve as interim Chief Financial Officer.

     Mr.  Derr,  who is 69 years old,  became a director  of the  Company in May
2001.  Mr. Derr retired as the Chairman and Chief  Executive  Officer of Chevron
Corporation,  an  international  oil company,  in 1999, a position  that he held
since 1989, after a 39-year career with that company. Mr. Derr obtained a Master
of Business Administration degree from Cornell University in 1960 and a Bachelor
of Science degree in Mechanical Engineering from Cornell University in 1959. Mr.
Derr serves as a director of AT&T Corp., Citigroup, Inc. and Halliburton Co.

     Eric N. Pryor, who is 40 years old, has served as Executive Vice President,
Deputy Chief  Financial  Officer and Corporate Risk Officer of the Company since
July 2005.  From March 2002 to June 2005 he served as Senior Vice  President and
Deputy Chief Financial  Officer.  From July 1999 to April 2001 he served as Vice
President  - Finance.  From  January  1998 to June 1999 he served as  Director -
Finance.  From January 1997 to December 1997 he served as Senior Analyst.  Prior
to joining the Company,  Mr.  Pryor served as  Enterprise  Tax  Specialist  with
Arthur  Andersen  from 1990 to 1995.  He  obtained a Bachelor  of Arts degree in
Economics  from the  University  of  California,  Davis in 1988 and a Master  of
Business Administration degree also from the University of California,  Davis in
1990. Mr. Pryor is a certified public accountant.

     On November  29,  2005,  the Company  issued a press  release,  attached as
Exhibit 99.1 hereto, regarding the foregoing.


ITEM 9.01 --  FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits.

          99.1 Press Release dated  November 29, 2005.  (The Company notes that,
     as of the close of trading on December 1, 2005,  the Company will no longer
     be included in the S&P 500.)






                                   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: December 1, 2005









                                  EXHIBIT INDEX




               Exhibit                Description
               -------   -------------------------------------
               99.1      Press release dated November 29, 2005  (The Company
                         notes that, as of the close of trading on December 1,
                         2005,  the Company will no longer be included in the
                         S&P 500.)

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

EXHIBIT 99.1

Press Release

     Calpine's Board of Directors Announces Changes in Executive Management

     SAN JOSE, Calif., Nov. 29  /PRNewswire-FirstCall/  -- Calpine Corporation's
(NYSE:  CPN) Board of Directors today announced  changes in Calpine's  executive
management with the departure of Peter Cartwright,  Calpine Chairman,  President
and Chief  Executive  Officer,  and Executive Vice President and Chief Financial
Officer Robert D. Kelly.  The Board believes that these  management  changes are
essential to better address Calpine's financial  challenges and to provide a new
direction for the company.

     Calpine's  Lead  Director  Kenneth T. Derr has been named  Chairman  of the
Board and Acting Chief Executive  Officer of Calpine.  Derr retired from Chevron
Corporation  in 1999,  having served 11 years as Chairman of the Board and Chief
Executive  Officer.  The Board expects to announce a new Chief Executive Officer
in the very near future.  Eric N. Pryor,  Executive  Vice  President  and Deputy
Chief Financial Officer, will serve as interim Chief Financial Officer. Speaking
on behalf of the  Board,  Derr  said,  "Pete  founded  Calpine  and has been the
driving force behind the company's tremendous growth in the North American power
industry.  His 20 plus years of leadership have  culminated in Calpine  becoming
one of North America's largest power producers."

     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 and in three Canadian provinces and is building a plant
in Mexico.  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 http://www.calpine.com.


SOURCE Calpine Corporation

CONTACT: media, Katherine Potter,  +1-408-792-1168,  or kpotter@calpine.com,  or
investors, Rick Barraza, +1-408-792-1125, or rickb@calpine.com, or Karen Bunton,
+1-408-792-1121,  or  kbunton@calpine.com,  all of Calpine Corporation Web site:
http://www.calpine.com