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 28, 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

NEWS RELEASE                                            CONTACTS: (408) 995-5115
                                        Media Relations: Katherine Potter, x1168
                                         Investor Relations: Rick Barraza, x1125


                     Calpine Announces Settlement with CFTC

     (SAN  JOSE,  CALIF.)  /PRNEWSWIRE  - First  Call/ Jan.  28,  2004 - Calpine
Corporation [NYSE:CPN] today announced that its wholly owned subsidiary, Calpine
Energy  Services,  L.P.  (CES),  has  concluded a settlement  with the Commodity
Futures  Trading  Commission  (CFTC).  The  settlement  is related to the CFTC's
finding of inaccurate  reporting of certain  natural gas trading  information by
one former CES employee during 2001 and 2002.  Neither Calpine nor CES benefited
from the trader's conduct. Under the terms of the agreement, CES agreed to pay a
civil  monetary  penalty  in the amount of $1.5  million  without  admitting  or
denying the findings in the CFTC's order.

     Calpine  Corporation is the leading North American power company  dedicated
to providing  electric power to wholesale and  industrial  customers from clean,
efficient,  natural gas-fired and geothermal power  facilities.  The company was
founded in 1984 and is publicly  traded on the New York Stock Exchange under the
symbol CPN. For more information about Calpine, visit www.calpine.com.









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 29, 2004