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): June 29, 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: Bill Highlander, Ext. 1244
                                      Investor Relations: Lisa Poelle, Ext. 1285


          Calpine Subsidiaries, Rocky Mountain Energy Center, LLC, and
         Riverside Energy Center, LLC, Close Secured Term Loans Offering

     (SAN  JOSE,  Calif.)  /PR  Newswire - First  Call/ June 29,  2004 - Calpine
Corporation  [NYSE:CPN] today announced that Rocky Mountain Energy Center,  LLC,
and Riverside Energy Center,  LLC, two wholly owned stand-alone  subsidiaries of
the Calpine subsidiary Calpine Riverside Holdings, LLC, have received funding in
the amount of $661.5 million as floating rate secured institutional term loans.

     "Calpine  again  executes  its proven  strategy of  refinancing  commercial
bank-issued  construction facilities with attractive,  long-term capital markets
transactions," stated Brian Harenza, vice president, finance.

     The offering  was  comprised of $661.5  million of First  Priority  Secured
Floating  Rate Term  Loans Due 2011  priced at LIBOR  plus 425 basis  points and
issued at a discount to par of 99.5%.

     Net proceeds from the loans, after transaction costs and fees, were used to
pay final  construction  costs and refinance amounts  outstanding under the $250
million  non-recourse  project  financing for the Rocky Mountain  facility (Weld
County,  Colo.),  and the $230 million  non-recourse  project  financing for the
Riverside facility (Beloit, Wisc.).

     In addition,  $160 million was used to reimburse Calpine for costs incurred
in connection with the  development  and  construction of the Rocky Mountain and
Riverside  facilities.  This will be used for general  corporate  purposes.  The
company also received $79 million in cash and letters of credit as the result of
the  elimination of certain  reserves and letters of credit  associated with the
original non-recourse project financings.

     The  institutional  term loans were placed in the  institutional  term loan
market and are secured by the power plants, and the lenders' recourse is limited
to such security. None of the indebtedness is guaranteed by Calpine Corporation.








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:  June 29, 2004