UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarter ended June 30, 2000

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______________________
to ______________________

Commission File Number: 033-73160

CALPINE CORPORATION

(A Delaware Corporation)

I.R.S. Employer Identification No. 77-0212977

50 West San Fernando Street
San Jose, California 95113
Telephone: (408) 995-5115

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: 127,896,943 shares of Common
Stock, par value $0.001 per share, outstanding on AUGUST 7, 2000.

CALPINE CORPORATION AND SUBSIDIARIES
REPORT ON FORM 10-Q
FOR THE QUARTER AND PERIOD ENDED JUNE 30, 2000

INDEX

PART I. FINANCIAL INFORMATION PAGE NO.

ITEM 1. Financial Statements

Consolidated Balance Sheets
June 30, 2000 and December 31, 1999................................... 3

Consolidated Statements of Operations
Three and Six Months Ended June 30, 2000 and 1999..................... 4

Consolidated Statements of Cash Flows
Six Months Ended June 30, 2000 and 1999............................... 5

Notes to Consolidated Financial Statements............................ 6

ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................. 11

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings........................................... 16

ITEM 2. Change in Securities........................................ 16

ITEM 4. Submission of Matters to a Vote of Security Holders......... 16

ITEM 5. Other Information........................................... 17

ITEM 6. Exhibits and Reports on Form 8-K............................ 17

Signatures................................................................... 18

ITEM 1. FINANCIAL STATEMENTS

CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, December 31,
2000 1999
----------- -----------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 187,777 $ 349,371
Accounts receivable....................................... 245,364 127,485
Inventories............................................... 23,287 16,417
Other current assets...................................... 68,503 33,135
----------- -----------
Total current assets................................... 524,931 526,408
----------- -----------

Property, plant and equipment, net........................... 4,226,759 2,866,447
Investments in power projects................................ 341,223 284,834
Project development costs.................................... 71,785 24,018
Notes receivable............................................. 52,527 23,548
Restricted cash.............................................. 68,687 43,615
Deferred financing costs..................................... 69,802 54,215
Other assets................................................. 184,377 168,521
----------- -----------
Total assets........................................... $ 5,540,091 $ 3,991,606
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and borrowings under
lines of credit, current portion........................ $ 31,461 $ 38,867
Project financing, current portion........................ 12,354 8,603
Accounts payable.......................................... 148,411 84,353
Income taxes payable...................................... -- 8,835
Accrued payroll and related expenses...................... 18,081 24,345
Accrued interest payable.................................. 40,540 37,058
Other current liabilities................................. 53,331 73,250
----------- -----------
Total current liabilities.............................. 304,178 275,311
----------- -----------

Notes payable and borrowings under lines
of credit, net of current portion......................... 542,106 97,303
Project financing, net of current portion.................... 833,982 357,137
Senior notes................................................. 1,551,750 1,551,750
Capital lease obligation..................................... 176,993 --
Deferred income taxes, net................................... 297,462 291,458
Deferred lease incentive..................................... 62,460 64,245
Other liabilities............................................ 44,447 57,352
----------- -----------
Total liabilities...................................... 3,813,378 2,694,556
----------- -----------

Company-obligated mandatorily redeemable
convertible preferred securities of
subsidiary trusts......................................... 618,756 270,713
Minority interests........................................... 62,112 61,705

Stockholders' equity:
Preferred stock, $0.001 par value per share;
authorized 10,000,000 shares; none issued
and outstanding in 2000 and 1999........................ -- --
Common stock, $0.001 par value per share;
authorized 500,000,000 shares in 2000 and
100,000,000 in 1999; issued and outstanding
127,875,664 shares in 2000 and 126,107,840
shares in 1999.......................................... 128 126
Additional paid-in capital................................ 762,719 751,341
Retained earnings......................................... 282,998 213,165
----------- -----------
Total stockholders' equity............................. 1,045,845 964,632
----------- -----------
Total liabilities and stockholders' equity............. $ 5,540,091 $ 3,991,606
=========== ===========

The accompanying notes are an integral part
of these consolidated financial statements.

CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2000 1999 2000 1999
--------- --------- --------- ---------

Revenue:
Electricity and steam sales ................................. $ 311,670 $ 176,296 $ 505,594 $ 304,322
Service contract revenue .................................... 38,717 12,414 61,846 23,865
Income from unconsolidated investments in power projects .... 4,843 7,509 14,617 18,321
Interest income on loans to power projects .................. -- 406 -- 709
Other revenue ............................................... 8,453 -- 17,028 --
--------- --------- --------- ---------
Total revenue ........................................... 363,683 196,625 599,085 347,217
--------- --------- --------- ---------
Cost of revenue:
Fuel expenses ............................................... 104,044 61,521 177,696 115,458
Plant operating expenses .................................... 44,975 27,857 85,579 52,112
Depreciation expense ........................................ 33,846 23,310 61,664 42,289
Production royalties ........................................ 5,444 3,209 9,151 5,626
Operating lease expenses .................................... 10,672 7,959 21,130 13,552
Service contract expenses ................................... 40,623 11,964 61,111 22,088
--------- --------- --------- ---------
Total cost of revenue ................................... 239,604 135,820 416,331 251,125
--------- --------- --------- ---------
Gross profit ................................................... 124,079 60,805 182,754 96,092
--------- --------- --------- ---------
Project development expenses ................................... 5,228 2,292 8,983 4,248
General and administrative expenses ............................ 16,335 9,724 24,954 18,636
--------- --------- --------- ---------
Income from operations .................................... 102,516 48,789 148,817 73,208
--------- --------- --------- ---------
Interest expense ............................................... 14,411 26,144 32,318 47,171
Distributions on trust preferred securities .................... 9,085 -- 16,063 --
Interest income ................................................ (5,615) (7,054) (13,177) (9,832)
Minority interest, net ......................................... 576 -- 793 --
Other income ................................................... (1,142) (1,073) (2,195) (1,236)
--------- --------- --------- ---------
Income before provision for income taxes .................. 85,201 30,772 115,015 37,105

Provision for income taxes ..................................... 33,495 12,062 45,182 14,545
--------- --------- --------- ---------

Income before extraordinary charge ........................ 51,706 18,710 69,833 22,560
Extraordinary charge, net of tax benefit of $0 and $793 ... -- 1,150 -- 1,150
--------- --------- --------- ---------
Net income .............................................. $ 51,706 $ 17,560 $ 69,833 $ 21,410
========= ========= ========= =========

Basic earnings per common share:
Weighted average shares of common stock outstanding ....... 127,616 107,692 127,145 95,036
Income before extraordinary charge ........................ $ 0.41 $ 0.17 $ 0.55 $ 0.24
Extraordinary charge ...................................... $ -- $ 0.01 $ -- $ 0.01
Net income ................................................ $ 0.41 $ 0.16 $ 0.55 $ 0.23

Diluted earnings per common share:
Weighted average shares of common stock outstanding before
dilutive effect of certain trust preferred securities .... 135,354 114,096 134,991 100,940
Income before extraordinary charge and dilutive effect of
certain trust preferred securities ....................... $ 0.38 $ 0.16 $ 0.52 $ 0.22
Extraordinary charge ...................................... $ -- $ 0.01 $ -- $ 0.01
Dilutive effect of certain trust preferred securities(1) .. $ 0.01 $ -- $ -- $ --
Net income ................................................ $ 0.37 $ 0.15 $ 0.52 $ 0.21

(1) Includes the effect of the assumed conversion of the October 1999 trust preferred securities. The assumed conversion calculation
adds 9,456 shares of common stock and $2,439 and $4,878 to the three month and six months 2000 net income results, representing
the after tax distribution expense on the October 1999 trust preferred securities avoided upon conversion.

The accompanying notes are an integral part
of these consolidated financial statements.

CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Six Months Ended June 30,
-------------------------
2000 1999
---------- ----------

Cash flows from operating activities:
Net income ............................................... $ 69,833 $ 21,410
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ......................... 68,743 44,086
Deferred income taxes, net ............................ (5,017) 13,285
Income from unconsolidated investments in
power projects ....................................... (14,617) (18,321)
Distributions from unconsolidated power projects ...... 19,413 25,522
Minority interest ..................................... 407 --
Change in operating assets and liabilities, net
of effects of acquisitions:
Accounts receivable ................................... (104,668) (34,503)
Inventories ........................................... 84 440
Other current assets .................................. (2,860) 3,258
Notes receivable ...................................... (16,955) --
Prepaid expenses ...................................... (7,046)
Other assets .......................................... 11,555 (3,794)
Accounts payable and accrued expenses ................. 54,812 10,037
Other liabilities ..................................... (36,018) (2,865)
---------- ----------
Net cash provided by operating activities .......... 37,666 58,555
---------- ----------

Cash flows from investing activities:
Purchases of property, plant and equipment ............... (920,456) (423,874)
Acquisitions, net of cash acquired ....................... (201,823) (102,212)
Proceeds from sale and leaseback of plant ................ -- 18,436
Increase in notes receivable ............................. (31,035) (5,303)
Capital expenditures on joint ventures ................... (134,561) (20,272)
Maturities of collateral securities ...................... 3,315 1,850
Project development costs ................................ (47,767) (43,177)
Decrease in restricted cash .............................. (192) (15,776)
Other .................................................... (1,005) --
---------- ----------
Net cash used in investing activities .............. (1,333,524) (590,328)
---------- ----------

Cash flows from financing activities:
Borrowings from project financing and lines of credit .... 804,152 207,795
Repayments of borrowings.................................. (9,137) (248,225)
Proceeds from issuance of Senior notes.................... -- 600,000
Proceeds from issuance of preferred securities............ 360,000 --
Proceeds from issuance of common stock.................... 4,060 205,752
Write-off of deferred financing costs..................... -- 1,943
Financing costs........................................... (25,099) (11,737)
Other..................................................... 288 --
---------- ----------
Net cash provided by financing activities........... 1,134,264 755,528
---------- ----------

Net increase (decrease) in cash and cash equivalents......... (161,594) 223,755
Cash and cash equivalents, beginning of period............... 349,371 96,532
---------- ----------
Cash and cash equivalents, end of period..................... $ 187,777 $ 320,287
========== ==========
Cash paid during the period for:
Interest.................................................. $ 96,151 $ 42,088
Income taxes.............................................. $ 37,113 $ 1,471

The accompanying notes are an integral part
of these consolidated financial statements.

CALPINE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2000

1. Organization and Operation of the Company

Calpine Corporation, a Delaware corporation, ("Calpine" or the "Company")
directly through its subsidiaries is engaged primarily in the development and
acquisition of power projects and generation of electricity in the United States
and Canada.

2. Summary of Significant Accounting Policies

Basis of Interim Presentation - The accompanying interim consolidated financial
statements of the Company have been prepared by the Company, without audit by
independent public accountants, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
consolidated financial statements include the adjustments necessary to present
fairly the information required to be set forth therein. Certain information and
note disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted from these statements pursuant to such rules and regulations and,
accordingly, should be read in conjunction with the audited consolidated
financial statements of the Company included in the Company's annual report on
Form 10-K for the year ended December 31, 1999. The results for interim periods
are not necessarily indicative of the results for the entire year.

Use of Estimates in Preparation of Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The most significant estimates with regard to these
financial statements relate to future development costs and useful lives of the
generation facilities (see Property, Plant and Equipment), and the realizable
value of natural gas reserves.

Capitalized interest - The Company capitalizes interest on capital invested in
projects during the advanced stages of development and the construction period.
For the six months ended June 30, 2000 and 1999, the Company recorded net
interest expense of $32.3 million and $47.2 million, respectively, after
capitalizing $52.0 million and $12.0 million of interest on general corporate
funds used for construction in 2000 and 1999, respectively, and after $15.3
million and $2.0 million of interest capitalized on funds borrowed for specific
construction projects in 2000 and 1999, respectively. Upon the commencement of
plant operations, capitalized interest is amortized over the estimated useful
life of the plant. The increase in the amount of interest capitalized during the
six months ended June 30, 2000 reflects the significant increase in the
Company's power plant construction program.

New Accounting Pronouncements - In June 1999, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of
the Effective Date of FASB Statement No. 133 - an Amendment of FASB Statement
No. 133." The Statement amends SFAS No. 133 to defer its effective date to all
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
has not yet completed its analysis of the impact of adopting SFAS No. 133 on its
financial statements but will adopt SFAS No. 133 effective January 1, 2001. SFAS
No. 133 could increase the volatility of the Company's earnings.

Reclassifications - Prior period amounts in the consolidated financial
statements have been reclassified where necessary to conform to the 2000
presentation.

3. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

June 30, December 31,
2000 1999
----------- -----------

Geothermal properties........................... $ 368,338 $ 366,059
Oil and gas properties.......................... 291,844 214,794
Buildings, machinery and equipment.............. 1,808,213 1,215,063
Power sales agreements.......................... 148,706 145,957
Gas contracts................................... 145,048 122,593
Other assets.................................... 81,898 78,735
----------- -----------
2,844,047 2,143,201
Less accumulated depreciation and amortization.. (285,440) (227,059)
----------- -----------
2,588,607 1,916,142
Land............................................ 3,565 3,419
Construction in progress........................ 1,664,587 946,886
----------- -----------
Property, plant and equipment, net.............. $ 4,226,759 $ 2,866,447
=========== ===========

4. Results of Unconsolidated Investments in Power Projects

The following details the Company's income from investments in unconsolidated
power projects and the distributions recorded by the Company related
to those power projects (in thousands):

Ownership Income Distributions
Interest For the Six Months Ended June 30,
2000 1999 2000 1999
--------- --------- --------- --------

Sumas Power Plant.................................. -- $ 9,714 $ 14,243 $ 9,714 $ 14,243
Gordonsville Power Plant........................... 50% 2,978 1,872 2,950 3,000
Lockport Power Plant............................... 11.4% 1,965 1,980 1,774 1,853
Bayonne Power Plant................................ 7.5% 1,302 1,912 1,656 1,353
Kennedy International Airport Power Plant (1)...... 100% (2,768) (1,592) -- --
Stony Brook Power Plant (1)........................ 100% (994) (57) 1,820 370
Auburndale Power Plant (2)......................... 100% 599 (273) 1,350 1,500
Grays Ferry (3).................................... 40% 1,509 -- -- --
Dighton............................................ 50% -- -- -- 3,203
Other.............................................. -- 312 236 149 --
--------- --------- --------- --------
Total........................................... $ 14,617 $ 18,321 $ 19,413 $ 25,522
========= ========= ========= ========

(1) Calpine acquired the remaining 50% interests in the Kennedy International
Airport Power Plant and the Stony Brook Power Plant in May 2000.
Accordingly, the Company thereafter consolidated the operations of these
power plants.

(2) Calpine acquired the remaining 50% interest in the Auburndale Power Plant
in June 2000. Accordingly, the Company thereafter consolidated the
operations of this facility.

(3) In December 1999, Calpine acquired 80% of the common stock of Cogeneration
Corporation of America ("CGCA") which has a 50% partnership interest in the
Grays Ferry Cogeneration Partnership.

5. Acquisitions

In May 2000, Calpine acquired the remaining 50% interests in the 107-megawatt
Kennedy International Airport Power Plant in Queens, N.Y. and the 40-megawatt
Stony Brook Power Plant located at the State University of New York at Stony
Brook on Long Island from Statoil Energy, Inc. The purchase price was
approximately $71 million in addition to the assumption of a capital lease
obligation relating to the Stony Brook facility. The Company initially acquired
a 50% interest in both facilities in December 1997.

8
In June 2000, Calpine announced a strategic alliance with Panda Energy
International, Inc. ("Panda") and plans to acquire from Panda the development
rights to construct, own and operate the Oneta project - a 1,000-megawatt
natural gas-fired power facility in Oklahoma. The agreement also provides
Calpine the exclusive development rights for seven additional projects,
representing approximately 9,600 megawatts of gas-fired generation in the United
States. Under our agreement with Panda, we may be obligated to make certain
contingent payments during the operation of the Oneta facility. We also acquired
from Panda 24 General Electric 7 FA gas turbines and 12 steam turbines.

In June 2000, Calpine acquired the Freestone Energy Center from Entergy Corp.
Freestone is a 1,000-megawatt natural gas-fired power generating facility under
development in Freestone County, Texas. Construction of the technologically
advanced energy center is expected to begin during the third quarter of 2000,
with a two-phased commercial start-up beginning in June 2002. The purchase price
includes a payment of approximately $61 million to Entergy and the assumption of
certain liabilities. This represents payment for the land and development rights
for the Freestone Energy Center, previous progress payments made for four
General Electric gas turbines, two steam turbines and related equipment, and
development expenditures incurred to date.

In June 2000, the Company acquired from Edison Mission Energy the remaining 50%
ownership interest in a 150-megawatt natural gas-fired, combined-cycle
cogeneration facility located in Auburndale, Fla. The purchase price was
approximately $22.0 million, in addition to the assumption of certain
liabilities, including project level debt. Related to the project level debt was
the assumption of an interest rate swap agreement with a notional amount of
$122.5 million at June 30, 2000, which effectively converts the project level
debt's floating rate to a fixed rate of 6.52% per annum. The Company acquired an
initial 50% ownership interest in the facility in October 1997.

6. Credit Facilities

In May 2000, Calpine entered into an amended and restated $400 million,
three-year revolving line of credit with a consortium of commercial lending
institutions with the Bank of Nova Scotia as agent, which replaced an existing
$100 million credit facility. A maximum of $200.0 million of the credit facility
may be allocated to letters of credit. At June 30, 2000, the Company had $280.2
million in borrowings and $19.1 million of letters of credit outstanding under
the amended and restated credit facility. Borrowings bear interest at The Bank
of Nova Scotia's base rate plus an applicable margin or at LIBOR plus an
applicable margin. Interest is paid on the last day of each interest period for
such loans, at least quarterly. The credit facility specifies that the Company
maintain certain covenants, with which the Company was in compliance as of June
30, 2000. Commitment fees related to this line of credit are charged based on
the unused credit.

In June 2000, the Company entered into a new $1.0 billion Bridge Credit
Agreement with a consortium of commercial lending institutions with Credit
Suisse First Boston as agent, which is to be repaid with the proceeds of the
common stock offering by Calpine described in Note 9 below. As of June 30, 2000,
the Company had $162.0 million outstanding under the bridge facility. Borrowings
bear interest at the higher of the Bank of Nova Scotia's base rate and the
Federal Funds Rate determined by the Bank of Nova Scotia plus a margin, or at
LIBOR plus an applicable margin. Interest is paid on the last day of each
interest period for such loans, at least quarterly. The credit facility
specifies that the Company maintain certain covenants, with which the Company
was in compliance as of June 30, 2000. Commitment fees related to this bridge
agreement are charged based on the unused credit.

8
9

7. Earnings per Share

All share data has been adjusted to reflect the two-for-one stock split
effective October 7, 1999 and the two-for-one stock split effective June 8,
2000.

Periods Ended June 30, 2000 1999
(in thousands, except -------------------------------------- --------------------------------------
per share amounts) Net Net
Income Shares EPS Income Shares EPS
- ------------------------------------------------------------------------------------------------------------------------

THREE MONTHS:
BASIC EARNINGS PER COMMON SHARE:
Income before extraordinary charge $ 51,706 127,616 $ 0.41 $ 18,710 107,692 $ 0.17
Extraordinary charge net of tax benefit
of $0 and $793 -- -- 1,150 0.01
--------- --------- --------- ---------
Basic earnings per common share $ 51,706 127,616 $ 0.41 $ 17,560 107,692 $ 0.16
========= ========= ========== ========= ========= =========
Common shares issuable upon exercise of
stock options using treasury stock
method 7,738 6,404
--------- ---------

DILUTED EARNINGS PER COMMON SHARE:
Income before extraordinary charge $ 51,706 135,354 $ 0.38 $ 18,710 114,096 $ 0.16
Extraordinary charge net of tax benefit
of $0 and $793 -- -- 1,150 0.01

Effect of conversion of certain
dilutive HIGH TIDES 2,439 9,456 0.01 -- --
--------- --------- ---------- --------- ---------
Diluted earnings per share $ 54,145 144,810 $ 0.37 $ 17,560 114,096 $ 0.15
========= ========= ========== ========= ========= =========

SIX MONTHS:
BASIC EARNINGS PER COMMON SHARE:
Income before extraordinary charge $ 69,833 127,145 $ 0.55 $ 22,560 95,036 $ 0.24
Extraordinary charge net of tax benefit
of $0 and $793 -- 1,150 0.01
--------- ---------- --------- ---------
Basic earnings per share $ 69,833 127,145 $ 0.55 $ 21,410 95,036 $ 0.23
========= ========= ========== ========= ========= =========
Common shares issuable upon exercise of
stock options using treasury stock
method 7,846 5,904
--------- ---------

DILUTED EARNINGS PER COMMON SHARE:
Income before extraordinary charge $ 69,833 134,991 $ 0.52 $ 22,560 100,940 $ 0.22
Extraordinary charge net of tax benefit
of $0 and $793 -- 1,150 0.01

Effects of conversion of certain
dilutive HIGH TIDES 4,878 9,456 -- -- --
--------- --------- ---------- --------- ---------
Diluted earnings per share $ 74,711 144,447 $ 0.52 $ 21,410 100,940 $ 0.21
========= ========= ========== ========= ========= =========

For the three months ended June 30, 1999, the Company recognized an
extraordinary charge of $1.2 million or $0.01 per share (net of tax benefit of
$793,000) representing the write-off of deferred financing costs related to
non-recourse project financing for the Gilroy Power Plant. The financing
agreement was terminated and the outstanding balance of $120.6 million was
repaid in April of 1999.

Unexercised employee stock options to purchase approximately 36.0 thousand and
15.0 thousand shares of the Company's common stock during the six months ended
June 30, 2000 and 1999, respectively, were not included in the computation of
diluted shares outstanding because such inclusion would be anti-dilutive.

8. Commitments and Contingencies

Legal Matters -- On September 30, 1997, a lawsuit was filed by Indeck North
American Power Fund ("Indeck") in the Circuit Court of Cook County, Illinois
against Norweb plc. and certain other parties, including the Company. Some of
Indeck's claims relate to Calpine Gordonsville, Inc.'s acquisition of a 50%
interest in Gordonsville Energy from Northern Hydro Limited and Calpine
Auburndale, Inc.'s acquisition of a 50% interest in Auburndale Power Plant
Partners Limited Partnership from Norweb Power Services (No. 1) Limited. Indeck
claimed that Calpine Gordonsville, Inc., Calpine Auburndale, Inc. and Calpine
Corporation tortiously interfered with Indeck's contractual rights to purchase
such interests and conspired with other parties to do so. In April 1999, the
court dismissed the claims against Calpine Auburndale and Calpine Gordonsville
with prejudice. Indeck appealed the court's decision. On July 6, 2000, the
Illinois Court of Appeals issued its decision upholding the lower court's
dismissal of the Indeck case against Calpine.

The Company is involved in various other claims and legal actions arising out of
the normal course of business. The Company does not expect that the outcome of
these proceedings will have a materially adverse effect on the Company's
financial position or results of operations, although no assurance can be given
in this regard.

Capital Expenditures -- During the second quarter of 2000, the Company
entered into agreements to purchase 28 gas turbines and 14 steam turbines as
part of the Company's strategic alliance with Panda and the acquisition of
Freestone (See Note 5 -- Acquisitions).

9. Subsequent Events

In June 2000, Calpine announced an agreement to acquire SkyGen Energy LLC
("SkyGen") from Michael Polsky and from Wisvest Corporation ("Wisvest"), an
affiliate of Wisconsin Energy Corp. The purchase price is $392.5 million in cash
and 1,058,871 million shares of Calpine common stock (which were valued in the
aggregate at $57.2 million at signing) the assumption of certain recourse and
non-recourse obligations of SkyGen, the assumption of certain contingent
obligations of Wisvest and Wisconsin Energy Corp. on behalf of SkyGen, and the
obligation to make certain additional contingent payments for completion of
certain project development milestones. Under the terms of the agreement, the
Company will acquire three operating facilities, five projects under
construction, 12 late-stage development projects and 16 early-stage development
projects. In addition, the Company will acquire 34 General Electric 7 FA gas
turbines to power the Company's newly acquired development projects. The
acquisition is expected to close in the third quarter of 2000.

In July 2000, the Company announced plans to enter into a $2.5 billion revolving
construction credit facility with a consortium of banks, including The Bank of
Nova Scotia and Credit Suisse First Boston as lead arrangers. We expect to sign
this agreement during the third quarter of 2000.

In July 2000, Calpine completed three acquisitions of natural gas reserves for
approximately $206.0 million, including the acquisition of Calgary-based
Quintana Minerals Canada Corp., three fields in the Gulf of Mexico and natural
gas assets in the Piceance Basin, Colorado and onshore Gulf Coast.

In July 2000, Calpine entered into an agreement with GE Power Systems to
purchase 21 model 7FB turbines from GE Power Systems, with delivery scheduled to
begin in 2003.

In July 2000, Calpine signed a memorandum of understanding to purchase 85 heat
recovery steam generators from St. Louis, Missouri-based Nooter/Eriksen. Calpine
will begin taking delivery of the generators in 2001, with the bulk of the
contract to be filled through 2004.

On August 3, 2000, Calpine priced a public offering of 10,000,000 shares of its
common stock at $69.50 per share, the last sales price reported on the New York
Stock Exchange on that day. On August 7, 2000, the underwriters exercised an
option to purchase an additional 1,500,000 shares, also at $69.50 per share. The
common stock offering is scheduled to close on or about August 9, 2000.

Concurrent with the common stock offering, Calpine priced an offering under
Rule 144A of the Securities Act of 9,000,000 5% HIGH TIDES issued by a
subsidiary trust at $50.00 each. On August 7, 2000, the initial purchasers
exercised an option to purchase an additional 1,350,000 HIGH TIDES. The HIGH
TIDES offering is expected to close on or about August 9, 2000.

On August 7, 2000, Calpine priced a public offering of $250,000,000 of
aggregate principal amount of 8-1/4% Senior Notes due 2005 and $750,000,000 of
aggregate principal amount of 8-5/8% Senior Notes due 2010. The Senior Notes
offering is expected to close on or about August 10, 2000.

In August 2000, the Company completed the acquisition of the 1,000-megawatt
natural gas-fired Oneta Energy Center, under development in Coseta, Oklahoma,
from Panda Energy International, Inc.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Except for historical financial information contained herein, the matters
discussed in this quarterly report may be considered 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 and subject to
the safe harbor created by the Securities Litigation Reform Act of 1995. Such
statements include declarations regarding our intent, belief or current
expectations. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve a number of
risks and uncertainties; actual results could differ materially from those
indicated by such forward-looking statements. Among the important factors that
could cause actual results to differ materially from those indicated by such
forward-looking statements are: (i) that the information is of a preliminary
nature and may be subject to further adjustment, (ii) the possible
unavailability of financing, (iii) risks related to the development,
acquisition, and operation of power plants, (iv) the impact of avoided cost
pricing, energy price fluctuations and gas price increases, (v) the impact of
curtailment, (vi) the seasonal nature of our business, (vii) start-up risks,
(viii) general operating risks, (ix) the dependence on third parties, (x) risks
associated with international investments, (xi) risks associated with the power
marketing business, (xii) changes in government regulation, (xiii) the
availability of natural gas, (xiv) the effects of competition, (xv) the
dependence on senior management, (xvi) volatility in our stock price, (xvii)
fluctuations in quarterly results and seasonality, and (xviii) other risks
identified from time to time in our reports and registration statements filed
with the Securities and Exchange Commission.

MANAGEMENT OVERVIEW

Calpine is engaged in the development, acquisition, ownership, and operation of
power generation facilities and the sale of electricity and steam principally in
the United States. Today, we have interests in 45 operating power plants having
a net baseload capacity of 4,285 megawatts, 14 power plants under construction
having a net baseload capacity of 6,222 megawatts, and 18 projects under
development with a net baseload capacity of 11,019 megawatts.

On April 20, 2000, we announced plans to construct the Calgary Energy Centre.
Scheduled to begin commercial operation in 2003, the 250 megawatt
combined-cycle, natural gas-fired facility was the first independent power
project announced in the Calgary area, and represents our first investment in
the Canadian power industry.

On May 16, 2000, we announced the establishment of a new business unit, Calpine
c*Power, to serve the rapidly growing worldwide demand for highly reliable
critical power. Highly reliable power adds to Calpine's growing line of
high-value energy products, which includes green power, ancillary services and
peaking power.

On May 22, 2000, we announced plans to purchase 36 F-class turbines from
Orlando, Florida-based Siemens Westinghouse Power Corporation. The agreement
includes long-term service programs and performance enhancements on existing
equipment. In 2003 and 2004, Siemens Westinghouse will be obligated to deliver
a total of 36 turbines to Calpine.

On May 23, 2000, we announced plans for the acquisition of development rights to
build, own and operate a 540-megawatt natural gas-fired power generating
facility to be located near Fremont, Ohio. The Fremont Energy Center will be
capable of generating over 700 megawatts of electricity during periods of high
demand.

On May 23, 2000, we entered into an amended and restated $400 million,
three-year revolving line of credit led by The Bank of Nova Scotia, replacing an
expiring $100 million credit facility. The amended and restated facility will be
used for working capital and other general corporate purposes.

On June 8, 2000, Calpine effected a two-for-one split of its common stock for
stockholders of record as of May 29, 2000.

On June 12, 2000, we announced the acquisition of the remaining 50% interests
in the 107-megawatt Kennedy International Airport Power Plant in Queens, New
York, and the 40-megawatt Stony Brook Power Plant located at the State
University of New York at Stony Brook on Long Island. Calpine initially

acquired a 50% interest in both facilities in December 1997 from an affiliate of
Alexandria, Virginia-based Statoil Energy, Inc.

On June 15, 2000, we announced that we have secured the rights to develop,
build, own and operate the Freestone Energy Center from New Orleans,
Louisiana-based Entergy Corp. Freestone is a 1,000-megawatt natural gas-fired
power generating facility under development in Freestone County, Texas, near
Fairfield, about 80 miles southeast of Dallas.

In June 2000, Calpine announced a strategic alliance with Panda Energy
International, Inc. ("Panda") and plans to acquire from Panda the development
rights to construct, own and operate the Oneta project - a 1,000-megawatt
natural gas-fired power facility in Oklahoma. Under our agreement with Panda, we
may be obligated to make certain contingent payments during the operation of the
Oneta facility. We also acquired from Panda 24 General Electric 7 FA gas
turbines and 12 steam turbines.

On June 26, 2000, Calpine announced plans to acquire Northbrook, Illinois-based
SkyGen Energy LLC ("SkyGen") from Michael Polsky and from Wisvest Corporation
("Wisvest"), an affiliate of Wisconsin Energy Corp., for approximately $392.5
million in cash and 1,058,871 shares of Calpine common stock (which were valued
in the aggregate at $57.2 million at signing) plus the assumption of certain
recourse and nonrecourse obligations of SkyGen, the assumption of certain
contingent obligations of Wisvest and Wisconsin Energy Corp. on behalf of
SkyGen, and the obligation to make certain additional contingent payments for
completion of certain project development milestones. Under the terms of the
agreement, the Company will acquire three operating facilities, five facilities
under construction, 12 late-stage development projects and 16 project stage
development projects. In addition, the Company will acquire 34 General Electric
7 FA gas turbines to power these projects. The acquisition is expected to close
in the third quarter of 2000.

On June 27, 2000, we announced plans to build, own and operate a natural
gas-fired cogeneration energy center at the BP Amoco chemical facility in
Decatur, Alabama. The proposed Morgan Energy Center will generate approximately
660 megawatts of electricity in addition to supplying steam for BP Amoco's
facility. Permitting for this project is nearing completion, with construction
scheduled to start in the third quarter of 2000.

On June 29, 2000, we announced that we have secured the rights to develop,
build, own and operate the Teayawa Energy Center, a 600-megawatt natural
gas-fired power generating facility near the town of Thermal in Riverside
County, California through a development agreement with Adair International Oil
and Gas, Inc. The Teayawa Energy Center will be sited on the Torres Martinez
Desert Cahuilla Indians' land through a long-term lease agreement between
Calpine and the Torres Martinez.

On June 30, 2000, we completed the acquisition from Edison Mission Energy of the
remaining 50% ownership interest in a 150-megawatt natural gas-fired,
combined-cycle cogeneration facility located in Auburndale, Florida. Calpine
acquired an initial 50% ownership interest in the facility in October 1997.

Transactions Announced or Consummated Subsequent to June 30, 2000

On July 18, 2000, we announced plans to purchase from GE Power Systems 21 model
7FB turbines which will produce an additional 5,250 megawatts of electricity
when operated in combined-cycle mode.

13
On July 19, 2000, we announced we will develop, own and construct a natural
gas-fired, combined-cycle power generation facility in Haywood County,
Tennessee. The proposed Haywood Energy Center represents Calpine's fourth
project that will interconnect with the Tennessee Valley Authority.

On July 21, 2000, we signed a memorandum of understanding to purchase 85 heat
recovery steam generators from St. Louis, Missouri-based Nooter/Eriksen.

On July 25, 2000, we announced three strategic acquisitions that add 205 billion
cubic feet equivalent (bcfe) of proven, natural gas reserves to Calpine's
natural gas portfolio. Calpine acquired these assets for approximately $206
million. These acquisitions increase Calpine's proved reserves to 430 bcfe,
which at full production, can fuel 800 to 900 megawatts of combined-cycle
gas-fired power generation.

On August 1 and 2, 2000, we announced the completion of consent solicitations
to effect certain amendments to six Indentures governing certain outstanding
Calpine public debt securities which are due in the years 2004-2009.
Supplemental Indentures effecting such amendments were executed by the Company
and the respective Trustees.

On August 3, 2000, Calpine priced a public offering of 10,000,000 shares of its
common stock at $69.50 per share. On August 7, 2000, the underwriters exercised
an option to purchase an additional 1,500,000 shares, also at $69.50 per share.
The common stock offering is scheduled to close on or about August 9, 2000.
Concurrent with the common stock offering, Calpine priced an offering under Rule
144A of the Securities Act of 9,000,000 5% HIGH TIDES issued by a subsidiary
trust at $50.00 each. On August 7, 2000, the initial purchasers exercised an
option to purchase an additional 1,350,000 HIGH TIDES. The HIGH TIDES offering
is expected to close on or about August 9, 2000.

On August 7, 2000, Calpine priced a public offering of $250,000,000 of aggregate
principal amount of 8-1/4% Senior Notes due 2005 and $750,000,000 of aggregate
principal amount of 8-5/8% Senior Notes due 2010. The Senior Notes offering is
expected to close on or about August 10, 2000.

SELECTED OPERATING INFORMATION

Set forth below is certain selected operating information for our power plants
and steam fields, for which results are consolidated in our statements of
operations. The information set forth under Power Plants consists of the results
for the West Ford Flat Power Plant, Bear Canyon Power Plant, Greenleaf 1 & 2
Power Plants, Watsonville Power Plant, King City Power Plant, Gilroy Power
Plant, Bethpage Power Plant, Texas City and Clear Lake Power Plants, Pasadena
Power Plant, Sonoma Power Plant, Pittsburg Power Plant, 12 Sonoma County and 2
Lake County power plants purchased from PG&E on May 7, 1999, acquisition of an
additional 50% interest in the Aidlin Power Plant on August 31, 1999, Calistoga
Power Plant since its acquisition on October 21, 1999, four facilities (Newark,
Pryor, Parlin, and Morris Power Plants) that we acquired with our purchase of
80% of Cogeneration Corporation of America on December 17, 1999, the
commencement of operations at our Hidalgo facility in June 2000, and acquisition
of KIAC and Stony Brook Plants on June 12, 2000. The information set forth under
thermal and other revenue consists of the results for the Thermal Power Company
Steam Fields prior to the acquisition of the PG&E power plants on May 7, 1999,
in addition to host thermal sales and other revenue. As a result of this
acquisition, steam output was used to produce electricity, whereas this output
was previously sold to third parties.

(in thousands, except average prices)
(unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- ------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------

Electricity and steam revenues:
Energy $ 202,578 $ 85,473 $ 327,061 $ 150,429
Capacity $ 88,354 $ 72,871 $ 143,837 $ 118,958
Thermal and other $ 20,738 $ 17,952 $ 34,696 $ 34,935
Megawatt hours produced 4,678,000 3,184,859 9,059,189 5,660,008
Average energy price
per kilowatt hour $ 0.0433 $ 0.0268 $ 0.0361 $ 0.0266

Megawatt hours produced at the power plants increased 54% and 60% for the three
and six months ended June 30, 2000 as compared with the same periods in 1999.
This was primarily due to approximately 708,393 and 1,794,065 additional
megawatt hours of production for the three and six months ended June 30, 2000,
respectively, from the 14 geothermal power plants purchased on May 7, 1999,
346,546 and 762,705 megawatt hours produced for the three and six months ended
June 30, 2000, respectively, from the plants acquired when we purchased 80% of
Cogeneration Corporation of America on December 17, 1999, and 402,979 and
610,880 additional megawatt hours for the three and six months ended June 30,
2000, respectively, by the Texas City facility.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1999 CONSOLIDATED OPERATIONS

Revenue - Total revenue increased 85% and 73% to $363.7 million and $599.1
million for the three months and six months ended June 30, 2000 compared to
$196.6 million and $347.2 million in 1999.

Electricity and steam sales revenue increased 77% to $311.7 million for the
three months ended June 30, 2000 compared to $176.3 million in the same period
in 1999. The increase is primarily attributable to favorable energy pricing and
a full quarter of operations of our geothermal facilities at The Geysers. These
two factors contributed approximately $59.1 million in additional revenue during
the three months ended June 30, 2000, versus the same period last year. An
additional $21.9 million was contributed by the Newark, Parlin, Morris, and
Pryor facilities, which we acquired on December 17, 1999. The acquisition of the
remaining 50% interests in KIAC and Stony Brook during the second quarter of
2000 contributed $11.2 million to the overall increase in revenues. The
commencement of operations at our Hidalgo facility during June 2000 contributed
$3.6 million in revenues. The remainder of the increase was primarily
attributable to favorable energy pricing during 2000 as compared to 1999, and to
the restructuring of the Gilroy power sales contract with PG&E effective
September 1, 1999, partially offset by a decrease in contractual capacity
revenues at the Texas City facility.

For the six months ended June 30, 2000, electricity and steam revenues increased
66% to $505.6 million as compared to $304.3 million for the same period last
year. The increases are primarily due to $107.0 million of additional revenue
from The Geysers, reflecting six months of activity in 2000 for the acquisitions
that closed on May 7, 1999. The Newark, Parlin, Morris, and Pryor facilities
contributed $45.4 million of the increase over the prior year. Our acquisitions
of KIAC and Stony Brook and the commencement of operation at our Hidalgo
facility also contributed $11.2 million and $3.6 million, respectively, to our
results for the six months ended June 30, 2000. The balance of the favorable
increase was primarily due to favorable energy pricing, and to the restructuring
of the Gilroy power sales contract with PG&E effective September 1, 1999,
partially offset by a decrease in capacity revenues at the Texas City facility.

Service contract revenue increased to $38.7 million and $61.8 million for
the three and six months ended June 30, 2000 compared to $12.4 million and $23.9
million for the same period in 1999. The increase was primarily attributable to
increased electric energy and gas marketing and trading activity associated with
power and gas obtained from third parties.

Income from unconsolidated investments in power projects decreased 36% to
$4.8 million for the three months ended June 30, 2000 compared to $7.5 million
for the same period in 1999. The decrease is primarily attributable to lower
equity income from Sumas by approximately $3.4 million, offset by $1.1 million
of income from our investment in the Grays Ferry facility which we acquired on
December 17, 1999. For the six months ended June 30, 2000, income from
unconsolidated investments in power projects decreased 20% to $14.6 million as
compared to $18.3 million for the same period a year ago. This decrease is
primarily attributable to decreases of equity income from Sumas of $4.5 million
and from KIAC of $1.2 million, offset by $1.5 million of income from our
investment in the Grays Ferry facility.

Interest income on loans to power projects decreased to none in the three
months ended June 30, 2000 compared to $0.4 million in 1999. For the six months
ended June 30, 2000, interest income on loans to power projects decreased to
none compared to $0.7 million for the same period a year ago. The decreases are
attributable to dividend income received in 1999 from Sheridan California
Energy, Inc., prior to our purchase of the remainder of that company and its
parent company, Sheridan Energy, Inc., on October 1, 1999.

Other revenue increased to $8.5 million and $17.0 million for the three and
six months ended June 30, 2000, respectively, compared to none in the same
periods last year. Other revenue is comprised primarily of oil and natural gas
sales to third parties. The increase is attributable to the acquisition of
Sheridan Energy, Inc. on October 1, 1999.

Cost of revenue - Cost of revenue increased to $239.6 million and $416.3 million
for the three and six months ended June 30, 2000 compared to $135.8 million and
$251.1 million for the same periods in 1999. The increases of $103.8 million and
$165.2 million were partially attributable to growth in service contract
expense, primarily costs associated with increases in gas and energy marketing
activity, of $28.7 million and $39.0 million for the three and six months ended
June 30, 2000. The remainder of the increase in cost of revenue during both
periods was due to the incremental effects of operating facilities acquired
after March 31, 2000, and due to higher fuel expense at our gas-fired facilities
attributable to higher natural gas prices.

General and administrative expenses - General and administrative expenses
increased to $16.3 million for the three months ended June 30, 2000, compared to
$9.7 million in 1999. For the six months ended June 30, 2000, general and
administrative expenses increased to $25.0 million compared to $18.6 million for
the same period in 1999. The increases were attributable to continued growth in
personnel and associated overhead costs necessary to support the overall growth
in our operations, and due to recent acquisitions.

Interest expense - Interest expense decreased 45% to $14.4 million for the three
months ended June 30, 2000 from $26.1 million for the same period in 1999, and
decreased 32% to $32.3 million from $47.2 million for the six months ended June
30, 2000 and 1999, respectively. The decrease was primarily due to
capitalization of $29.3 million and $52.0 million of interest on corporate funds
invested in construction projects for the three and six months ended June 30,
2000, respectively, as compared to $9.7 million and $12.0 million capitalized
for the same periods in 1999, which more than offset the increase in total
interest costs, before capitalization of interest, due to increased debt in
2000. The increase in the amount of interest capitalized reflects the
significant increase in our power plant construction program.

Distributions on trust preferred securities - Distributions on trust preferred
securities increased to $9.1 million and $16.1 million for the three and six
months ended June 30, 2000, as compared to none in 1999. The increases are
attributable to the issuance of these securities in October 1999 and in January
2000.

Provision for income taxes - The effective income tax rate was approximately 39%
for the three and six months ended June 30, 2000, and for the corresponding
periods in 1999. The increase in the nominal provision was due to higher income
in 2000.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 30, 1997, a lawsuit was filed by Indeck North American Power
Fund ("Indeck") in the Circuit Court of Cook County, Illinois against Norweb
plc. and certain other parties, including the Company. Some of Indeck's claims
relate to Calpine Gordonsville, Inc.'s acquisition of a 50% interest in
Gordonsville Energy from Northern Hydro Limited and Calpine Auburndale, Inc.'s
acquisition of a 50% interest in Auburndale Power Plant Partners Limited
Partnership from Norweb Power Services (No. 1) Limited. Indeck claimed that
Calpine Gordonsville, Inc., Calpine Auburndale, Inc. and Calpine Corporation
tortiously interfered with Indeck's contractual rights to purchase such
interests and conspired with other parties to do so. In April 1999, the court
dismissed the claims against Calpine Auburndale and Calpine Gordonsville with
prejudice. Indeck appealed the court's decision. On July 6, 2000, the Illinois
Court of Appeals issued its decision upholding the lower court's dismissal of
the Indeck case against Calpine.

The Company is involved in various other claims and legal actions arising
out of the normal course of business. The Company does not expect that the
outcome of these proceedings will have a materially adverse effect on the
Company's financial position or results of operations, although no assurance
can be given in this regard.

ITEM 2. CHANGE IN SECURITIES

On May 18, 2000, Calpine announced a two-for-one stock split that became
effective on June 8, 2000 for stockholders of record on May 29, 2000.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our Annual Meeting of Stockholders was held on May 18, 2000 (the "Annual
Meeting") in San Jose, California. At the Annual Meeting, the stockholders voted
on the following matters: (i) the election of three Class I directors for a term
of three years expiring 2003, (ii) a proposal to amend the Company's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock, par value $.001 per share ("Common Stock") from
100,000,000 to 500,000,000; (iii) a proposal to adopt the Company's 2000
Employee Stock Purchase Plan ("2000 ESPP"); (iv) a proposal to approve the
Discretionary Option Grant Program under the Company's 1996 Stock Incentive
Plan; and (iv) to ratify the appointment of the Arthur Andersen L.L.P. as
independent auditors for the Company for the year ending December 31, 2000. The
stockholders elected management's nominees as the Class I Directors in an
uncontested election, approved the amendment to the Certificate of Incorporation
to increase the number of authorized shares of Common Stock from 100,000,000 to
500,000,000, adopted the 2000 ESPP, approved the Discretionary Stock Option
Grant Program and ratified the appointment of independent auditors by the
following votes, respectively:

(i) Election of Class I directors for a three year term expiring 2003 for
Jeffrey E. Garten, George J. Stathakis and John O. Wilson, 52,325,658
FOR and 427,910 ABSTAIN,

(ii) Approval of amendment to the Certificate of Incorporation to increase
the authorized shares of Common Stock from 100,000,000 to
500,000,000, 34,328,943 FOR, 18,399,539 AGAINST, and 25,086 ABSTAIN,

(iii) Adoption of the Company's 2000 ESPP, 50,824,180 FOR, 1,902,771
AGAINST, and 26,617 ABSTAIN,

(iv) Adoption of the Discretionary Stock Option Program under the
Company's 1996 Stock Incentive Plan 45,102,405 FOR, 7,591,083
AGAINST, and 60,080 ABSTAIN, and

(v) Election of Arthur Andersen L.L.P. as independent auditors for the
year ending December 31, 2000, 52,712,146 FOR, 19,719 AGAINST, and
21,703 ABSTAIN.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

The following exhibits are filed herewith unless otherwise indicated:

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3.1 Amended and Restated Articles of Incorporation dated May 18, 2000 (incorporated by
reference to Calpine's Registration Statement on Form S-3 filed on June 30, 2000,
Registration No. 333-40652)

12.1 Statement on Computation of Ratio of Earnings to Fixed Charges

27.0 Financial Data Schedule

99.0 1996 Stock Incentive Plan, as amended to include the Discretionary Stock Option Program
(incorporated by reference to Calpine's Proxy Statement for the 2000 Annual Meeting of
Stockholders, dated April 13, 2000, filed as part of Calpine's Schedule 14A
(SEC File No. 001-12079), dated April 13, 2000

(b) REPORTS ON FORM 8-K

1. Current report dated May 18, 2000, and filed on June 20, 2000

Item 5. Other Events - Announcements of a proposed two-for-one stock
split; plans to purchase 36 Siemens Westinghouse turbines;
development of 540-megawatt Fremont Energy Center; completion of
acquisition of remaining 50% interests in two gas-fired energy
facilities in New York; $400 million corporate revolver;
acquisition of 1,000-megawatt North Texas Power Project

Item 7. Exhibits - Press releases dated May 18, 2000, May 22, 2000, May
23, 2000, June 12, 2000, June 13, 2000, and June 15, 2000

2. Current report dated June 26, 2000, and filed on June 30, 2000

Item 5. Other Events - Announcements of strategic alliance with Dallas,
Texas-based panda Energy International, Inc.; plans to acquire
Northbrook, Illinois-based SkyGen Energy LLC; development of
660-megawatt Morgan Energy Center

Item 7. Exhibits - Two press releases dated June 26, 2000, and one press
release dated June 27, 2000

3. Current report dated July 24, 2000, and filed on July 24, 2000

Item 5. Other Events - Announcements of second quarter 2000 earnings;
plans to enter into a $2.5 billion revolving construction credit
facility with a consortium of banks; proposed concurrent public
offerings of 10,000,000 shares of common stock and $800 million
of senior notes.

Item 7. Exhibits - Three press releases dated July 24, 2000

4. Current report dated July 25, 2000, and filed on August 9, 2000

Item 5. Other Events - Announcements of strategic acquisitions of
natural gas reserves; receipt of note holder consents and
execution of supplemental indentures; filing of $400,000,000
Second Amended and Restated Credit Agreement; filing of
$1,000,000,000 Bridge Credit Facility

Item 7. Exhibits - Press releases dated July 25, 2000, August 1, 2000 and
August 2, 2000; $400,000,000 Second Amended and Restated Credit
Agreement; $1,000,000,000 Bridge Credit Facility

SIGNATURES

Pursuant to the requirements of the Securities and 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

By: /s/ Ann B. Curtis Date: August 9, 2000
--------------------------------------------
Ann B. Curtis
Executive Vice President
(Chief Financial Officer)

By: /s/ Charles B. Clark, Jr. Date: August 9, 2000
--------------------------------------------
Charles B. Clark, Jr.
Vice President and Corporate Controller
(Chief Accounting Officer)

EXHIBIT INDEX

Exhibit
Number Description
- ------- -----------

12.1 Statement on Computation of
Ratio of Earnings to Fixed Charges

27.0 Financial Data Schedule