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): March 10, 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 Corporation Completes Tender Offer for
                           4% Convertible Senior Notes

     (SAN JOSE,  Calif.)  /PR  Newswire - First  Call/  March 10, 2004 - Calpine
Corporation  (NYSE:  CPN)  today  announced  that it has  accepted  for  payment
$409,434,000  aggregate  principal amount of its 4% Convertible Senior Notes Due
December 26, 2006 (the "Notes"),  pursuant to its cash tender offer. Each holder
who tendered Notes at or before 5:00 p.m., New York City time, on March 9, 2004,
the expiration date of the tender offer,  will receive  approximately  $1,008.22
for each $1,000  principal  amount of tendered Notes,  representing  100% of the
principal amount thereof plus accrued but unpaid interest to, but not including,
March 10, 2004.  Calpine will pay an aggregate of $412,800,457  for the tendered
Notes.   Notes  in  the  aggregate   principal  amount  of  $73,625,000   remain
outstanding.

     Calpine  Corporation,  celebrating  its 20th  year in  power in 2004,  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  generates power at plants it owns or
leases in 21 states in the United States,  three  provinces in Canada and in the
United  Kingdom.  Calpine is also the  world's  largest  producer  of  renewable
geothermal  energy,  and owns or has access to approximately  one trillion cubic
feet  equivalent of proved natural gas reserves in Canada and the United States.
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:  March 10, 2004