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) JULY 2, 1997


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



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



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



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


                                      NONE
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         (Former name or former address, if changed since last report.)





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ITEM 5.  OTHER EVENTS.

         On July 2, 1997, the registrant announced in a press release that it
has priced its Rule 144A offering of $200 million principal amount of 8-3/4%
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 July 2, 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:  July 2, 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 July 2, 1997.


             

EX-99

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NEWS RELEASE                              CONTACT:   KIMBERLY MEJIA
                                                     408/995-5115, EXT. 1176



                      CALPINE PRICES RULE 144A OFFERING OF
                  $200 MILLION OF 8-3/4% SENIOR NOTES DUE 2007


         SAN JOSE, CALIF.--July 2, 1997--Calpine Corporation [NYSE:CPN], the San
Jose, CA-based power company, announced today that it has priced its Rule 144A
offering of $200 million principal amount of 8-3/4% Senior Notes Due 2007.
Calpine expects to close the sale of the Senior Notes on July 8, 1997.

         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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