Exhibit 3.1.2

                                                                           DRAFT

                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                   Delivered 05:42 PM 06/20/2005
                                                       FILED 05:37 PM 06/20/2005
                                                      SRV 050512817-0939652 FILE

                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               CALPINE CORPORATION


          CALPINE  CORPORATION,  a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

          1. The  Amended  and  Restated  Certificate  of  Incorporation  of the
Corporation, as amended on June 2, 2004, is hereby amended by:

          (i) deleting  paragraphs  (b) and (c) of Article  SEVENTH  thereof and
     inserting the following in lieu thereof:

          (b)  Except as  otherwise  provided  by law,  each  Director  shall be
          elected at the annual meeting of stockholders to serve a one-year term
          and until such Director's  successor is elected and qualified or until
          such Director's death, resignation or removal.

          (c) In the event of any increase or decrease in the authorized  number
          of Directors,  each  Director then serving as such shall  nevertheless
          continue as a Director  until the  expiration  of his current term, or
          his early resignation, removal from office or death.

          2. The foregoing  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.








     IN WITNESS WHEREOF,  Calpine  Corporation has caused this Certificate to be
executed by Lisa M. Bodensteiner,  its duly authorized officer, this 20th day of
June 2005.

                               CALPINE CORPORATION


                               By: /s/ LISA M. BODENSTEINER
                                  ----------------------------------
                                  Name:   Lisa M. Bodensteiner
                                  Title:  Executive Vice President, and
                                          Assistant Secretary