8-K

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                       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) JUNE 24, 1997
                                                 -------------


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



          DELAWARE                    033-73160                   77-0212977
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)



         50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA       95113
- --------------------------------------------------------------------------------
             (Address of principal executive offices)         (Zip Code)



Registrant's telephone number, including area code          (408) 995-5115
                                                   -----------------------------


                                      NONE
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
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ITEM 5.          OTHER EVENTS.

                 On June 24, 1997, the registrant announced in a press release
that it has proposed to make a Rule 144A offering of $200 million principal
amount of Senior Notes Due 2007.  A copy of the press release issued in
connection with this announcement is incorporated herein by reference and is
attached hereto as Exhibit 99.


ITEM 7.          FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                 EXHIBITS.

EXHIBIT NO.               EXHIBIT

    99.                   Press Release dated June 24, 1997.



                                       2.
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                                   SIGNATURE

                 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 thereunto duly authorized.


                                            CALPINE CORPORATION



DATE:  June 30, 1997                        By:  /s/ Ann B. Curtis
                                                 -------------------------------
                                                 Name:   Ann B. Curtis
                                                 Title:  Senior Vice President
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                                 EXHIBIT INDEX


EXHIBIT
  NO.            EXHIBIT

  99.            Press Release dated June 24, 1997.

EX-99

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NEWS RELEASE                                         CONTACT: KATHERINE POTTER



                 CALPINE ANNOUNCES PROPOSED RULE 144A OFFERING
                    OF $200 MILLION OF SENIOR NOTES DUE 2007


         SAN JOSE, CALIF.--June 24, 1997--Calpine Corporation [NYSE:CPN], the
San Jose, CA-based power company, announced today that it has proposed to make
a Rule 144A offering of $200 million of Senior Notes Due 2007.

         Calpine expects to use the proceeds from the offering to refinance
existing indebtedness and for general corporate purposes, including the
development and acquisition of power generation facilities.

         The Senior Notes will not be registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

         Calpine Corporation is a fully integrated power company, providing
electricity and steam to customers in the United States and selected
international markets.

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