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): January 9, 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









Item 5.  Other Events

On January 9, 2004, Calpine Corporation (the "Company") expects to complete its
offering of $ 250.0 million of 4.75% contingent convertible notes due 2023 in a
private placement transacted pursuant to Rule 144A of the Securities Act of
1933. In connection with the offering and prior to the issuance of the notes,
the Company is delivering a supplement, dated January 6, 2004, to the
confidential offering circular dated November 7, 2003 (the "Confidential
Offering Circular") to certain institutional investors. In addition to
describing the terms of the offering, the Confidential Offering Circular
includes information that is not included in the Company's periodic reports
filed in accordance with the Securities Exchange Act of 1934. Set forth below
are excerpts of the "Recent Developments" and "Recent Results" portions of the
Confidential Offering Circular.

This Current Report on Form 8-K is filed solely to make available to our
investors the information referred to above that is being provided to
institutional investors in the Confidential Offering Circular. In providing this
information, we undertake no duty to update this or any other information except
as otherwise required by relevant law. We also direct readers to our annual,
quarterly and other reports that have been filed with or furnished to the SEC
subsequent to the date of the Confidential Offering Circular, or that may be
filed with or furnished to the SEC after the date of this Current Report on Form
8-K, which may contain information that updates or otherwise modifies the
information contained herein.

The terms "Calpine", the "company", "we", "our" and "us" in this Current Report
on Form 8-K refer to Calpine Corporation and its subsidiaries.

RECENT DEVELOPMENTS

PG&E Note Receivable. On December 4, 2003, we announced that we had sold to a
group of institutional investors our right to receive payments under a note
receivable from Pacific Gas and Electric Company for approximately $133.4
million in cash. The PG&E note receivable stems from a 1999 restructuring of a
long-term power purchase agreement with PG&E for electricity delivered from our
Gilroy Power Plant. We will continue to own and operate the Gilroy Power Plant,
a 112-MW combined-cycle natural gas-fired facility, which supplies power to the
northern California power market and steam to an adjacent food processing
facility. Proceeds from the sale will be used for general corporate purposes,
including the repurchase of outstanding public indebtedness in open-market
transactions, and as otherwise permitted by our indentures. This transaction
will be reflected in our 2003 audited financial statements as a secured
financing, thereby increasing our indebtedness by $133.4 million.

RECENT RESULTS

Also, in 2003 we adopted FIN 46, "Consolidation of Variable Interest Entities,"
which has been revised by FIN 46-R, which was released on December 14, 2003.
Pursuant to these adoptions, we have deconsolidated our subsidiary trusts that
have previously issued HIGH TIDES trust preferred securities. As a result, the
subordinated debt associated with the HIGH TIDES will be reflected on our
balance sheet at December 31, 2003 in lieu of the HIGH TIDES. Previously, the
HIGH TIDES were reflected on our balance sheet in accordance with GAAP as then
in effect as "company-obligated mandatorily redeemable convertible preferred
securities of subsidiary trusts," without inclusion of the associated
subordinated debt. In addition, prior to the filing of our Annual Report on Form
10-K for the year ended December 31, 2003, we will adopt Emerging Issues Task
Force Issue No. 03-11, "Reporting Realized Gains and Losses on Derivative
Instruments That Are Subject to FASB Statement No. 133 and Not `Held for Trading
Purposes' as defined in EITF Issue No. 02-3," which is required to be adopted
for all fiscal periods after October 1, 2003. This pronouncement requires
realized gains and losses on physically settled derivative contracts not "held
for trading purposes" to be reported in our income statement on a gross or net
basis based on judgment that depends on relevant facts and circumstances. EITF
03-11 will not affect consolidated net income or gross profit, but it is
expected to affect total consolidated revenues.


     Our fiscal year ended on December 31, 2003, and we do not have sufficient
information as to our results of operations or financial condition for the
fourth quarter to enable us to confirm or revise existing guidance for the year.
We have scheduled a conference call on February 12, 2004, at which time we will
preliminarily announce our results for the 2003 fiscal year.

FORWARD-LOOKING STATEMENTS

     This Current Report on Form 8-K contains "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. Such statements
include those concerning the Company's expected financial performance and its
strategic and operational plans, as well as all assumptions, expectations,
predictions, intentions or beliefs about future events. 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 cause
actual results to differ materially from the forward-looking statements 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) unscheduled outages of operating
plants; (iv) a competitor's development of lower cost generating gas-fired power
plants; (v) risks associated with marketing and selling power from power plants
in the newly-competitive energy market; and (vi) other risks identified from
time-to-time in our reports and registration statements filed with the SEC,
including the risk factors identified in its Annual Report on Form 10-K for the
year ended December 31, 2002, and its quarterly report on Form 10-Q for the
quarter ended September 30, 2003, which can be found on the Company's website at
www.calpine.com. All information set forth in this Current Report on Form 8-K is
as of today's date, and the Company undertakes no duty to update this
information.






                                   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:  January 9, 2004