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): February 24, 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 Cancels Offerings to Refinance CCFC II Debt

     (SAN JOSE,  Calif.),  /PR  Newswire -  FirstCall/  Feb. 24, 2004 -- Calpine
Corporation (NYSE: CPN) today announced that its wholly owned subsidiary Calpine
Generating Company, LLC (CalGen),  formerly Calpine Construction Finance Company
II, LLC (CCFC II), has canceled its offerings of  approximately  $2.3 billion of
secured term loans and secured notes due to current market conditions.

     As  previously  announced,  the  offerings  were  intended to refinance the
existing  CCFC II  indebtedness  that matures in November  2004.  The company is
evaluating  different financing  alternatives and remains confident that it will
be able to refinance this indebtedness prior to its maturity.

     Calpine  Corporation is a 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.

     This  news  release  discusses  certain  matters  that  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,  including  statements  regarding  the  intent,  belief or  current
expectations  of  Calpine   Corporation  ("the  Company")  and  its  management.
Prospective 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  materially  affect  actual  results  such as, but not
limited to, the risks identified from  time-to-time in the Company's 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, its Form 8-K filed on October 23, 2003,  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 news
release 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:  February 24, 2004