UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

                                    FORM 10-Q

[ X ]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934 for the quarter ended SEPTEMBER 30, 1996


[   ]    Transition  Report  Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from
         ______________________ to ______________________



                        Commission File Number: 033-73160


                               CALPINE CORPORATION
                            (A DELAWARE CORPORATION)
                  I.R.S. EMPLOYER IDENTIFICATION NO. 77-0212977



                           50 WEST SAN FERNANDO STREET
                           SAN JOSE, CALIFORNIA 95113
                            TELEPHONE: (408) 995-5115



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                         Yes [ X ]        No   [      ]



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date.

         On September 30, 1996,  there were  18,050,000  of the issuer's  
         Common Stock $0.001 par value outstanding.



                                       -1-



                      CALPINE CORPORATION AND SUBSIDIARIES
                               REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                      INDEX


PART I.    FINANCIAL INFORMATION                                        PAGE NO.

           ITEM 1.  Financial Statements

           Condensed Consolidated Balance Sheets
           September 30, 1996 and December 31, 1995............................3

           Condensed Consolidated Statements of Operations
           Three and Nine Months Ended September 30, 1996 and 1995.............4

           Condensed Consolidated Statements of Cash Flows
           Nine Months Ended September 30, 1996 and 1995.......................5

           Notes to Condensed Consolidated Financial Statements................6

           ITEM 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................14

PART II.   OTHER INFORMATION

           ITEM 1.  Legal Proceedings.........................................20

           ITEM 2.  Change in Securities......................................20

           ITEM 3.  Defaults Upon Senior Securities...........................20

           ITEM 4.  Submission of Matters to a Vote of Security Holders.......20

           ITEM 5.  Other Information.........................................20

           ITEM 6.  Exhibits and Reports on Form 8-K..........................21


SIGNATURES....................................................................28


                                       -2-



                          PART I. FINANCIAL INFORMATION
ITEM 1.           FINANCIAL STATEMENTS

                      CALPINE CORPORATION AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



                                                                             SEPTEMBER  30,   DECEMBER 31,
                                                                                   1996           1995
                                                                                ----------   ----------
                                 ASSETS                                         (UNAUDITED)
                                                                                          
Current assets:
     Cash and cash equivalents ..............................................   $   99,477   $   21,810
     Accounts receivable ....................................................       57,560       20,124
     Acquisition project receivables ........................................          791        8,805
     Collateral securities, current portion .................................        5,463         --
     Prepaid lease expenses .................................................       13,087         --
     Notes receivable from Coperlasa, current portion .......................        3,083         --
     Other current assets ...................................................        7,317        5,491
                                                                                ----------   ----------
          Total current assets ..............................................      186,778       56,230
Property, plant and equipment, net ..........................................      650,107      447,751
Investments in power projects and capitalized costs .........................       14,404        8,218
Collateral securities, net of current portion ...............................       89,538         --
Notes receivable from related parties .......................................       21,554       19,391
Notes receivable from Coperlasa, net of current portion .....................       17,830        6,094
Restricted cash .............................................................       13,382        9,627
Deferred charges and other assets ...........................................       13,036        7,220
                                                                                ----------   ----------
          Total assets ......................................................   $1,006,629   $  554,531
                                                                                ==========   ==========

                    LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
     Current non-recourse project financing .................................   $   26,253   $   84,708
     Notes payable to bank and short-term borrowings ........................         --          1,177
     Accounts payable .......................................................       15,835        6,876
     Accrued payroll and related expenses ...................................        3,436        2,789
     Accrued interest payable ...............................................        9,526        7,050
     Other accrued expenses .................................................        9,194        2,657
                                                                                ----------   ----------
          Total current liabilities .........................................       64,244      105,257
Long-term line of credit ....................................................         --         19,851
Non-recourse project financing, less current portion ........................      286,466      190,642
Notes payable ...............................................................        6,729        6,348
Senior Notes ................................................................      285,000      105,000
Deferred income taxes, net ..................................................      104,649       97,621
Deferred lease incentive ....................................................       80,603         --
Other liabilities ...........................................................        6,416        4,585
                                                                                ----------   ----------
          Total liabilities .................................................      834,107      529,304
                                                                                ----------   ----------
Shareholders' equity:
     Common stock ...........................................................           18           10
     Additional paid-in-capital .............................................      138,347        6,214
     Retained earnings ......................................................       34,157       19,003
                                                                                ----------   ----------
          Total shareholders' equity ........................................      172,522       25,227
                                                                                ----------   ----------
          Total liabilities and shareholders' equity ........................   $1,006,629   $  554,531
                                                                                ==========   ==========


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       -3-



                      CALPINE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)



                                                    THREE MONTHS ENDED        NINE MONTHS ENDED
                                                       SEPTEMBER 30,            SEPTEMBER 30,
                                                  ---------------------    -----------------------
                                                     1996        1995        1996          1995
                                                  ---------   ---------    ---------    ---------
                                                                                
Revenue:
     Electricity and steam sales ..............   $  68,281   $  40,883    $ 140,311    $  89,897
     Service contract revenue .................         172       1,947        5,606        5,076
     Income (loss) from unconsolidated
          investments in power projects .......       1,158        (654)       2,871       (2,445)
     Interest income on loans to power projects       1,286        --          4,103         --
                                                  ---------   ---------    ---------    ---------
              Total revenue ...................      70,897      42,176      152,891       92,528
                                                  ---------   ---------    ---------    ---------

Cost of revenue:
     Plant operating expenses, depreciation,
          operating lease and production
          royalties ...........................      34,384      20,682       81,219       48,895
     Service contract expenses and other ......       1,469       1,593        5,953        3,998
                                                  ---------   ---------    ---------    ---------
              Total cost of revenue ...........      35,853      22,275       87,172       52,893
                                                  ---------   ---------    ---------    ---------

Gross profit ..................................      35,044      19,901       65,719       39,635

Project development expenses ..................       1,044       1,379        2,454        2,687
General and administrative expenses ...........       4,903       2,076       10,777        5,735
                                                  ---------   ---------    ---------    ---------

              Income from operations ..........      29,097      16,446       52,488       31,213

Other (income) expense:
     Interest expense .........................      12,434       8,404       31,099       23,520
     Other expense and income, net ............       1,149        (380)      (1,628)      (1,235)
                                                  ---------   ---------    ---------    ---------

              Income before provision for
                   income taxes ...............      15,514       8,422       23,017        8,928

Provision for income taxes ....................       4,782       3,457        7,862        3,665
                                                  ---------   ---------    ---------    ---------

              Net income ......................   $  10,732   $   4,965    $  15,155    $   5,263
                                                  =========   =========    =========    =========

Primary earnings per share
     Weighted average shares outstanding ......      14,070      10,961       12,695       10,964
                                                  =========   =========    =========    =========
     Primary earnings per share ...............   $    0.76   $    0.45    $    1.19    $    0.48
                                                  =========   =========    =========    =========

Fully diluted earnings per share
     Weighted average shares outstanding ......      14,303      10,961       12,772       10,964
                                                  =========   =========    =========    =========
     Fully diluted earnings per share .........   $    0.75   $    0.45    $    1.19    $    0.48
                                                  =========   =========    =========    =========


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.



                                       -4-



                      CALPINE CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)




                                                         NINE MONTHS ENDED SEPTEMBER 30,
                                                                1996         1995
                                                             ---------    ---------

                                                                          
Net cash provided by operating activities ................   $  25,694    $  18,909
                                                             ---------    ---------

Cash flows from investing activities:
     Acquisition of property, plant and equipment ........     (13,189)     (12,962)
     Investment in Gilroy, net of cash on hand ...........    (138,073)        --
     Investment in King City, net of cash on hand ........      (5,408)        --
     Investment in King City collateral securities, net ..     (95,001)        --
     Advances to Coperlasa ...............................     (14,238)        --
     Investment in Greenleaf, net of cash on hand ........        --        (16,958)
     Investment in Watsonville, net of cash on hand ......        --            494
     Investments in power projects and capitalized costs .      (3,504)        (875)
     Increase in notes receivable from related party .....        (250)        (250)
     Decrease in restricted cash .........................         245        1,482
     Other, net ..........................................          98          (23)
                                                             ---------    ---------
          Net cash used in investing activities ..........    (269,320)     (29,092)
                                                             ---------    ---------

Cash flows from financing activities:
     Proceeds from issuance of common stock ..............      82,141         --
     Proceeds from issuance of Senior Notes Due 2006 .....     180,000         --
     Proceeds from issuance of preferred stock ...........      50,000         --
     Borrowings from lines of credit .....................      59,922       26,851
     Repayment of lines of credit ........................     (79,773)     (15,000)
     Borrowing from bank .................................      45,000         --
     Repayments to bank ..................................     (46,177)        --
     Borrowings of non-recourse project financing ........     116,000       76,026
     Repayment of non-recourse project financing .........     (77,754)     (73,988)
     Borrowings from uncommitted demand loan facility ....        --          2,460
     Repayment of uncommitted demand loan facility .......        --           (587)
     Repayment of working capital loan ...................        --         (4,500)
     Financing costs .....................................      (8,066)      (1,233)
                                                             ---------    ---------
          Net cash provided by financing activities ......     321,293       10,029
                                                             ---------    ---------

Net increase (decrease) in cash and cash equivalents .....      77,667         (154)

Cash and cash equivalents, beginning of period ...........      21,810       22,527
                                                             ---------    ---------

Cash and cash equivalents, end of period .................   $  99,477    $  22,373
                                                             =========    =========

Supplementary information:
     Cash paid during the period for:
          Interest .......................................   $  28,170    $  26,001
          Income taxes ...................................   $     955    $     833

                                      -5-


                      CALPINE CORPORATION AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996


1.       ORGANIZATION AND OPERATION OF THE COMPANY

         Calpine Corporation (Calpine), a Delaware corporation, and subsidiaries
         (collectively,   the   Company)   are   engaged  in  the   development,
         acquisition, ownership and operation of power generation facilities and
         the sale of  electricity  and steam in the United  States and  selected
         international  countries.  The Company has  interests in 15  geothermal
         steam  fields,  geothermal  power  generation  facilities,  and natural
         gas-fired cogeneration facilities having an aggregate capacity of 1,057
         megawatts in Northern  California,  Washington and Mexico.  Each of the
         generation  facilities  produces  electricity  for  sale to  utilities.
         Thermal  energy  produced by the gas-fired  cogeneration  facilities is
         sold to governmental  and industrial  users,  and steam produced by the
         geothermal steam fields is sold to utility-owned power plants. In 1996,
         the Company began  marketing power and energy services to utilities and
         other end users.

         In  July  1996,  the  Company's  Board  of  Directors   authorized  the
         reincorporation  of the Company into  Delaware in  connection  with the
         Company's initial public offering. In addition,  the Board of Directors
         approved a stock split of approximately  5.194-for-1.  On September 13,
         1996,  the  reincorporation  of the Company and the stock split  became
         effective.   The   accompanying   financial   statements   reflect  the
         reincorporation  and the stock split as if such  transactions  had been
         effective for all periods. (See Note 12 for further information).


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Interim Presentation

         The accompanying interim condensed consolidated financial statements of
         the  Company  have  been  prepared  by the  Company,  without  audit by
         independent public  accountants,  pursuant to the rules and regulations
         of  the  Securities  and  Exchange   Commission.   In  the  opinion  of
         management, the condensed consolidated financial statements include all
         and only normal recurring  adjustments  necessary to present fairly the
         information  required to be set forth therein.  Certain information and
         note disclosures  normally included in financial statements prepared in
         accordance  with generally  accepted  accounting  principles  have been
         condensed or omitted from these  statements  pursuant to such rules and
         regulations  and,  accordingly,  should be read in conjunction with the
         audited  consolidated  financial  statements of the Company included in
         the Company's  annual  report on Form 10-K for the year ended  December
         31,  1995.  The  results  for  interim   periods  are  not  necessarily
         indicative of the results for the entire year.

         Earnings Per Share

         Earnings per share has been computed using the weighted  average number
         of shares of common stock,  common  equivalent  shares from convertible
         preferred and common equivalent  shares from stock options  outstanding
         (when dilutive, using the treasury stock method).

         On September 20, 1996 in connection  with the Company's  initial public
         offering of common stock (see Note 12), all outstanding preferred stock
         was converted into common stock (see Note 11).


                                       -6-




                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996



         Accordingly,   all  share  and  per  share  amounts  presented  in  the
         accompanying  consolidated  condensed financial statements reflect this
         conversion.

         Power Marketing

         The Company, through its wholly owned subsidiary Calpine Power Services
         Company  (CPSC),  markets  power and energy  services to utilities  and
         other  end  users.  CPSC  provides  these  services  by  entering  into
         contracts  to purchase or supply  electricity  at a specified  delivery
         point and specified  future date. In some cases,  CPSC utilizes  option
         agreements to manage its exposure to market fluctuations.  At September
         30, 1996, CPSC held forward  contracts with net notional  quantities of
         approximately 415,000 megawatt hours.

         Net open positions may exist due to the origination of new transactions
         and the Company's  evaluation of changing market  conditions.  The open
         position exposes the Company to the risk that fluctuating market prices
         may adversely  impact its financial  position or results of operations.
         However,  The net open position is actively managed. The impact of such
         fluctuations  on the Company's  financial  position is not  necessarily
         indicative  of the impact of price  fluctuations  throughout  the year.
         CPSC values its portfolio  using the aggregate  lower of cost or market
         method.  Losses are  recorded to reflect the market  changes on the net
         open position of the entire  portfolio.  Net gains are recognized  when
         realized.

         With  respect to open power  contracts,  CPSC has  established  certain
         reserves  and  allowances,  principally  for adverse  changes in market
         conditions  prior to termination of the  commitments.  At September 30,
         1996,  the  Company  had  recorded  allowances  of  approximately  $1.6
         million,   which  is  included  in  service  contract  revenue  in  the
         accompanying income statement.

         The Company's credit risk associated with power contracts  results from
         the risk of loss as a result of non-performance by counterparties.  The
         Company  reviews and assesses  counterparty  risk to limit any material
         impact to its financial position and results of operations. The Company
         does not anticipate non-performance by the counterparties.  The Company
         sets credit  limits  prior to entering  into  transactions  and has not
         obtained collateral or other security.

         Impact of Recent Accounting Pronouncements

         In  March  1995,  the  Financial   Accounting  Standards  Board  issued
         Statement of Financial  Accounting Standards (SFAS) No. 121, Accounting
         for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of. This  pronouncement  requires that  long-lived  assets and
         certain  identifiable  intangible  assets be  reviewed  for  impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of an asset may not be recoverable.  An impairment loss is to be
         recognized  when the sum of  undiscounted  cash  flows is less than the
         carrying  amount of the asset.  Measurement of the loss for assets that
         the entity  expects to hold and use are to be based on the fair  market
         value of the  asset.  SFAS No. 121 must be  adopted  for  fiscal  years
         beginning in 1996. The Company  adopted SFAS No. 121 effective  January
         1, 1996,  and  determined  that adoption of this  pronouncement  had no
         material impact on the results of operations or financial  condition as
         of January 1, 1996.



                                       -7-




                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996



         In October 1995, the Financial  Accounting  Standards Board issued SFAS
         No.  123,  Accounting  for Stock  Based  Compensation.  The  disclosure
         requirements  of SFAS No.  123 are  effective  for the  Company's  1996
         fiscal year. The new pronouncement did not have an impact on results of
         operations  since  the  intrinsic   value-based  method  prescribed  by
         Accounting Principles Board Opinion No. 25 and also allowed by SFAS No.
         123 will  continue  to be used by the Company to account for its stock-
         based compensation plans.

         Reclassifications

         Prior year amounts in the consolidated  financial  statements have been
         reclassified where necessary to conform to the 1996 presentation.

3.       ACCOUNTS RECEIVABLE

         The Company has both billed and unbilled receivables. The components of
         accounts  receivable as of September 30, 1996 and December 31, 1995 are
         as follows (in thousands):


                              SEPTEMBER 30,  DECEMBER 31,
                                     1996       1995
                                 ----------  ---------
          Projects: .....        (unaudited)
                 Billed .          $56,175   $18,341
                 Unbilled            1,002       525
                 Other ..              383     1,258
                                   -------   -------
                                   $57,560   $20,124
                                   =======   =======

         Other accounts  receivable as of December 31, 1995 consisted  primarily
         of amounts related to the Greenleaf  facilities  purchase price. In May
         1996, the Company  reclassified  such accounts  receivable to property,
         plant and  equipment  as an  adjustment  to the  purchase  price of the
         Greenleaf facilities (see Note 6).

         Accounts  receivable  from related parties as of September 30, 1996 and
         December 31, 1995 are comprised of the following (in thousands):

                                        SEPTEMBER 30,   DECEMBER 31,
                                                1996      1995 
                                               ------   ------
                                            (unaudited)
            O.L.S. Energy-Agnews, Inc. .....   $  686   $  806
            Geothermal Energy Partners, Ltd.      255      462
            Sumas Cogeneration Company, L.P.      763      908
            Electrowatt and subsidiaries ...     --          1
                                               ------   ------
                                               $1,704   $2,177
                                               ======   ======


                                       -8-



                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996


4.       INVESTMENTS IN POWER PROJECTS

         The Company has unconsolidated  investments in power projects which are
         accounted for under the equity method.  Unaudited financial information
         for the nine months ended  September 30, 1996 and 1995 related to these
         investments is as follows (in thousands):



                                             1996                                        1995
                          ------------------------------------------- -------------------------------------------
                               Sumas          O.L.S.     Geothermal        Sumas         O.L.S.       Geothermal
                           Cogeneration       Energy-     Energy        Cogeneration      Energy-        Energy
                             Company,         Agnews,    Partners,        Company,        Agnews,       Partners,
                               L.P.            Inc.        Ltd.             L.P.           Inc.           Ltd.
                          --------------- -----------  -------------- --------------  ------------  -------------
                                                                                           
Revenue                   $        31,740 $     8,182  $       16,312 $       22,875  $      8,285  $      15,705
Operating expenses                 19,404       5,942           8,787         20,187         6,179          7,734
                          --------------- -----------  -------------- --------------  ------------  -------------
 Income from
   operations                      12,336       2,240           7,525          2,688         2,106          7,971

Other expenses, net                 7,635       2,284           3,582          7,962         2,319          4,100
                          --------------- -----------  -------------- --------------  ------------  -------------

     Net income (loss)    $         4,701 $       (44) $        3,943 $       (5,274) $       (213) $       3,871
                          =============== ===========  ============== ==============  ============  =============
 Company's share of
   net income (loss)      $         2,687 $       (13) $          197 $      (2,637)  $        (1)  $         193
                          =============== ===========  ============== ==============  ============  =============



5.       NOTES RECEIVABLE FROM COPERLASA

         During  1996,  the Company  continued to loan funds to  Constructora  y
         Perforadora Latina, S.A. de V.V. (Coperlasa).  The Company loaned $14.4
         million to  Coperlasa  during 1996 in  connection  with a 160  megawatt
         geothermal  steam  production  contract at the Cerro Prieto  geothermal
         resource in Baja California, Mexico.

6.       GREENLEAF TRANSACTION

         In April 1995, the Company purchased the capital stock of the companies
         which owned 100% of the assets of two 49.5 megawatt  natural  gas-fired
         cogeneration  facilities   (collectively,   the  Greenleaf  facilities)
         located in Yuba City,  California.  The purchase  price included a cash
         payment of $20.3  million and the  assumption  of project debt totaling
         $60.2 million.  In April 1996, the Company finalized the purchase price
         in accordance with the Share Purchase Agreement dated March 30, 1995.



                                       -9-



                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996


         The  acquisition was accounted for as a purchase and the purchase price
         has been  allocated to the  acquired  assets and  liabilities  based on
         their  estimated fair values.  The adjusted  allocation of the purchase
         price is as follows (in thousands):

         Current assets ..............   $   6,572
         Property, plant and equipment     122,545
                                         ---------
                  Total assets .......     129,117
                                         ---------
         Current liabilities .........      (1,079)
         Deferred income taxes, net ..     (46,580)
                                         ---------
                  Total liabilities ..     (47,659)
                                         ---------
         Net purchase price ..........   $  81,458
                                         =========

7.       KING CITY TRANSACTION

         In April 1996,  the Company  entered into a long-term  operating  lease
         with BAF Energy,  A California  Limited  Partnership  (BAF),  for a 120
         megawatt  natural  gas-fired  combined cycle  facility  located in King
         City,  California.  The  facility  generates  electricity  for  sale to
         Pacific Gas and Electric  Company (PG&E)  pursuant to a long-term power
         sales agreement through 2019.  Natural gas for the facility is supplied
         by Chevron USA Inc. pursuant to a contract which expires June 30, 1997.

         Under the terms of the operating lease,  the Company makes  semi-annual
         lease  payments to BAF on each  February 15 and August 15, a portion of
         which is  supported  by a $95.0  million  collateral  fund owned by the
         Company.  Included in the accompanying September 30, 1996 balance sheet
         is  approximately  $13.1  million of  unamortized  prepaid  lease costs
         related to the August 15, 1996 payment. The collateral fund consists of
         a portfolio of investment grade and U.S. Treasury  Securities that will
         mature  serially and  coincident  in amounts  equal to a portion of the
         lease.   The   collateral   fund   securities   are  accounted  for  as
         held-to-maturity investments under SFAS No. 115, Accounting for Certain
         Investments  in Debt and Equity  Securities.  As of September 30, 1996,
         future rent  payments  are $24.4  million for 1997,  $23.8  million for
         1998, $19.4 million for 1999, $20.1 million for 2000 and $204.1 million
         thereafter.

         The Company has recorded the value of the above-market pricing provided
         in the power  sales  agreement  (PSA) as an asset  which is included in
         property,  plant and  equipment,  since the Company has, in  substance,
         acquired  the PSA.  The  Company  has also  recorded a  deferred  lease
         incentive of $80.6  million at September 30, 1996 equal to the value of
         the above-market  payments to be received.  The asset and liability are
         being amortized over the appropriate  life of the power sales agreement
         and lease, respectively.

         The Company  financed the collateral fund and other  transaction  costs
         with $50.0 million of proceeds from the issuance of preferred  stock to
         Electrowatt by Calpine (see Note 11) and other  short-term  borrowings,
         which  included  $13.3  million of  borrowings  under the Credit Suisse
         Credit  Facility (see Note 9) and a $45.0 million loan from The Bank of
         Nova  Scotia.  The  Company  repaid the  short-term  borrowings  from a
         portion of the net  proceeds of the Senior Notes Due 2006 issued in May
         1996 (see Note 10).


                                      -10-



                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996

8.       GILROY TRANSACTION

         On August  29,  1996,  the  Company  acquired  a 120  megawatt  natural
         gas-fired  cogeneration  power facility located in Gilroy,  California,
         from  McCormick  &  Company,  Inc.  The  Company  purchased  the Gilroy
         facility for a purchase price of $125.0 million plus certain contingent
         consideration,  which the Company  currently  estimates  will amount to
         approximately $24.1 million.

         The  acquisition  of the  Gilroy  facility  was  financed  utilizing  a
         non-recourse  project loan in the aggregate  amount of $116.0  million.
         Such loan, which was provided by Banque Nationale de Paris, consists of
         a 15-year tranche in the amount of $81.0 million and an 18-year tranche
         in the amount of $35.0 million and bears interest at fixed and floating
         rates.

         Electricity  generated by the Gilroy  facility is sold to PG&E pursuant
         to a long-term  power sales  agreement  terminating  in 2018. The power
         sales agreement contains payment provisions for capacity and energy. In
         addition  to the sale of  electricity  to  PG&E,  the  Gilroy  facility
         produces and sells thermal energy to ConAgra,  Inc. Natural gas for the
         Gilroy  facility is supplied  pursuant to a contract  with Amoco Energy
         Trading Corporation expiring July 31, 1997.

         The following unaudited pro forma consolidated  results for the Company
         gives  effect  to (i)  the  King  City  Transaction;  (ii)  the  Gilroy
         Transaction,   and  (iii)  interest  income  from  the  Coperlasa  note
         receivable,  as if such  transactions  had occurred on January 1, 1996.
         Unaudited  pro forma  consolidated  results are also  provided  for the
         effects of the above  transactions  and (iv) the Watsonville  operating
         lease acquired on June 28, 1995; and (v) the Greenleaf Transaction,  as
         if such  transactions  had occurred on January 1, 1995.  (in  thousands
         except per share amounts):

                                     Nine Months Ended September 30,
                                     -------------------------------
                                             1996        1995
                                          ---------   ---------
         Revenue ..................        $176,261   $164,728
         Net income ...............        $ 15,417   $ 13,599
         Primary earnings per share        $   1.21   $   1.24

9.       LINES OF CREDIT

         Prior to September  25, 1996,  the Company had a $50.0  million  Credit
         Facility with Credit Suisse and had letters of credit  outstanding  for
         $3.0   million.   Credit   Suisse  owns  44.9%  of   Electrowatt   Ltd.
         (Electrowatt),  the former  indirect sole owner of the Company prior to
         the initial  public  offering (see Note 12). On September 25, 1996, the
         Company terminated its Credit Suisse Credit Facility and entered into a
         $50.0 million three-year revolving credit facility with a consortium of
         commercial lending  institutions which include The Bank of Nova Scotia,
         International  Nederlanden U.S. Capital  Corporation,  Sumitomo Bank of
         California  and Canadian  Imperial  Bank of Commerce.  At September 30,
         1996,  the Company  had no  borrowings  and $3.0  million of letters of
         credit  outstanding.  Borrowings  bear  interest  at The  Bank  of Nova
         Scotia's base rate or at the London Interbank Offered Rate (LIBOR) plus
         an applicable margin. Interest is paid on the last day of each interest
         period for such loans, but not less often than quarterly,  based on the
         principal amount outstanding during the period for base rate loans, and
         on the last day of each applicable  interest period, but not less often
         than 90 days for LIBOR loans. The credit agreement expires in September
         1999.


                                      -11-



                      CALPINE CORPORATION AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               SEPTEMBER 30, 1996


10.      SENIOR NOTES DUE 2006

         On May 16, 1996, the Company issued $180.0 million aggregate  principal
         amount of 10 1/2%  Senior  Notes Due 2006.  The net  proceeds of $174.9
         million were used to repay $53.7 million of borrowings under the Credit
         Suisse Credit Facility, $57.0 million of non-recourse project financing
         and $45.0  million  of  borrowings  from The Bank of Nova  Scotia.  The
         remaining $19.2 million was available for general  corporate  purposes.
         Transaction  costs of $5.1  million  incurred  in  connection  with the
         public  debt  offering  were  recorded  as a  deferred  charge  and are
         amortized over the ten-year life of the Senior Notes Due 2006.

         The Senior Notes Due 2006 will mature on May 15, 2006.  The Company has
         no sinking fund or mandatory redemption obligations with respect to the
         Senior Notes Due 2006. Interest is payable  semi-annually on May 15 and
         November 15.

11.      PREFERRED STOCK

         The  Company  had  5,000,000  authorized  shares of Series A  Preferred
         Stock,  all of which were issued on March 21, 1996 to Electrowatt.  The
         shares  of  Series A  Preferred  Stock  were not  publicly  traded.  No
         dividends  were payable on the Series A Preferred  Stock.  The Series A
         Preferred  Stock  contained   provisions   regarding   liquidation  and
         conversion  rights.  Upon the  consummation  of the  Company's  initial
         public offering, all of the Series A Preferred Stock was converted into
         approximately 2.2 million shares of common stock and sold to the public
         in the offering by Electrowatt (see Note 12).

12.      COMMON STOCK

         On September 25, 1996, Calpine completed the initial public offering of
         18,045,000  shares of its common  stock with $0.001 par value per share
         (the Common Stock Offering).  In the Common Stock Offering, the Company
         issued and sold 5,477,820  shares of common stock and Electrowatt  sold
         12,567,180  shares of common stock,  representing  its entire ownership
         interest  in  Calpine.  As a  result  of  the  Common  Stock  Offering,
         Electrowatt  no  longer  owns any  interest  in  Calpine.  The  Company
         received  approximately  $82.1  million of net proceeds from the Common
         Stock  Offering.  Approximately  $13.0 million of such net proceeds was
         used to repay  short-term bank  borrowings.  The remaining net proceeds
         are  expected  to be used for working  capital  and  general  corporate
         purposes,  and for the development and acquisition of power  generation
         facilities.  In connection with the Common Stock Offering,  the Company
         reincorporated  in the State of  Delaware,  converted  the  outstanding
         Class B Common Stock into $0.001 par value Common Stock, eliminated the
         authorized  Class A Common Stock and Class B Common Stock,  completed a
         5.194-for-1 stock split of the Company's Common Stock and converted the
         Company's outstanding Preferred Stock into shares of Common Stock.

         On October 17, 1996, the Company issued an additional  1,793,400 shares
         of Common Stock to cover  over-allotments  of shares in connection with
         the Common Stock Offering and received  approximately  $27.1 million of
         net  proceeds.  The net  proceeds  are  expected to be used for working
         capital and general  corporate  purposes,  and for the  development and
         acquisition of power generation facilities.


                                      -12-



13.      CONTINGENCIES

         The  Company,  together  with  over 100 other  parties,  was named as a
         defendant  in the  second  amended  complaint  in an action  brought in
         August  1993  by  the  bankruptcy   trustee  for   Bonneville   Pacific
         Corporation  (Bonneville),  captioned Roger G. Segal, as the Chapter 11
         Trustee  for  Bonneville   Pacific   Corporation  v.  Portland  General
         Corporation,  et al.,  in the  United  States  District  Court  for the
         District of Utah. This complaint  alleges that, in conjunction with top
         executives of Bonneville  and with the alleged  assistance of the other
         100 defendants,  the Company  engaged in a broad  conspiracy and fraud.
         The  complaint  has been  amended a number of times.  The  Company  has
         answered each version of the complaint by denying all claims. In August
         1994,  the  Company  successfully  moved  for  an  order  severing  the
         trustee's  claim against the Company from the claims  against the other
         defendants.  Although  the case  involves  over 25  separate  financial
         transactions entered into by Bonneville,  the severed case concerns the
         Company  in  respect of only one of these  transactions.  In 1988,  the
         Company  invested $2.0 million in a partnership  formed with Bonneville
         to develop  four  hydroelectric  projects  in the State of Hawaii.  The
         projects  were not  successfully  developed  by the  partnership,  and,
         subsequent to Bonneville's Chapter 11 filing, the Company filed a claim
         as a creditor  against  Bonneville's  bankruptcy  estate.  The  trustee
         initially  alleged that the Company was one of many  defendants in this
         case  responsible  for  Bonneville's  deepening  insolvency  and sought
         damages in excess of $500.0 million. However, based upon the motion for
         summary  judgement  filed by the trustee in September 1996, the maximum
         compensatory  damages which the trustee is seeking will not exceed $2.0
         million.  There can be no assurance,  however,  of the actual amount of
         damages to be sought by the  trustee if the case is set for trial.  The
         Company  believes  the  claims  against it are  without  merit and will
         continue to defend the action vigorously.  The Company further believes
         that the  resolution of this matter will not have a material  effect on
         its financial position or results of operation.

         In  connection  with the  Company's  unsuccessful  attempt  to  acquire
         O'Brien  Environmental  Energy,  Inc.  (O'Brien)  in 1995  through U.S.
         Bankruptcy Court proceedings, the Company had capitalized approximately
         $3.7 million of third-party costs.  Pursuant to the terms of a contract
         with O'Brien,  the Company sought the reimbursement of such costs and a
         $2.0 million break-up fee, each of which was subject to the approval of
         the Bankruptcy  Court. On November 8, 1996, the court denied  Calpine's
         application  for  approval  of such  costs and fees.  As a result,  the
         Company provided a $3.6 million allowance in the third quarter of 1996,
         which  is  included  in  Other   expense  and  income  ,  net,  in  the
         accompanying  income  statement.  The  Company  will  begin the  appeal
         process in the near future.

         The  Company is  involved  in various  other  claims and legal  actions
         arising  out of the  normal  course of  business.  Management  does not
         expect that the  outcome of these cases will have a material  effect on
         the Company's financial position or results of operations.


                                      -13-



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS


Except for  historical  financial  information  contained  herein,  the  matters
discussed   in  this   quarterly   report  on  Form   10-Q  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. Such statements include declarations regarding the intent, belief or
current  expectations of 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;  actual
results could differ  materially  from those  indicated by such  forward-looking
statements.  Among the  important  factors  that could cause  actual  results to
differ materially from those indicated by such  forward-looking  statements are:
(i) that the  information  is of a  preliminary  nature  and may be  subject  to
further adjustment,  (ii) the possible unavailability of financing,  (iii) risks
related to the development and operation of geothermal  energy  resources,  (iv)
the impact of avoided cost pricing and energy price fluctuations, (v) the impact
of  curtailment,  (vi) risks  associated  with  power  project  development  and
acquisitions,  (vii) start-up risks,  (viii) general  operating risks,  (ix) the
dependence  on  third  parties,   (x)  risks   associated   with   international
investments,  (xi) risks  associated  with the power marketing  business,  (xii)
changes in government  regulation,  (xiii) the effects of seismic  disturbances,
(xiv) the  availability of natural gas, (xv) the effects of  competition,  (xvi)
the dependence on senior  management,  (xvii)  volatility in the Company's stock
price,  (xviii)  fluctuations in quarterly  results and  seasonality,  and (xix)
other  risks  identified  from  time  to  time  in  the  Company's  reports  and
registration  statements  filed with the  Securities  and  Exchange  Commission,
including the registration statement on Form S-1 related to the Company's recent
initial public offering.

OVERVIEW

Calpine is engaged in the acquisition,  development,  ownership and operation of
power generation  facilities and the sale of electricity and steam in the United
States and selected  international  countries.  The Company has  interests in 15
power  generation  facilities  and steam fields having an aggregate  capacity of
1,057 megawatts. Calpine's net interest in these facilities is 983 megawatts, of
which 467 megawatts or 48% are natural gas-fired facilities and 517 megawatts or
52% are  geothermal  facilities.  Since  its  inception  in  1984,  Calpine  has
developed substantial expertise in all aspects of electric power generation. The
Company's vertical  integration has resulted in significant growth over the last
five  years as Calpine  has  applied  its  extensive  engineering,  construction
management,   operations,   fuel   management  and  financing   capabilities  to
successfully implement its acquisition and development program.  During the last
five  years,  Calpine  has  expanded  from $41.2  million of total  assets as of
December 31, 1991 to $1.0 billion of total assets as of September 30, 1996.

Financial  results reached record levels for the nine months ended September 30,
1996. Revenue of $152.9 million in 1996 was 65% or $60.4 million higher than the
comparable  period in 1995.  Revenue  earned on the  payment  of fixed  capacity
payments  pursuant to the long-term power sales agreements  increased by 105% to
$50.1  million  compared to $24.4  million  for the same  period in 1995.  Gross
profit  of  $65.7  million  in 1996  was 66% or $26.1  million  higher  than the
comparable  period in 1995,  and net income of $15.2 million in 1996 was 187% or
$9.9 million higher than the same period in 1995.

Operating  results also increased for the nine months ended  September 30, 1996.
Production from the Company's power  generation  facilities  increased by 91% in
1996 with 1.3 million megawatt hours produced compared to 682,300 megawatt hours
for the same period in 1995.  Megawatt hours  produced from the Company's  steam
fields also reached record levels with over 1.8 million  megawatt hours compared
to 1.7 million megawatt hours for the same period in 1995.


The increase in the Company's results of operations is directly attributable to:
(i) the  acquisition  of the 120 megawatt  Gilroy  gas-fired  power  facility on
August 29, 1996, (ii) the long-term lease of the 120 megawatt


                                      -14-




King City  gas-fired  power  facility  effective  May 2,  1996,  (iii) the $20.0
million investment in the Cerro Prieto Steam Fields commencing in November 1995,
(iv) the lease of the 28.5 megawatt Watsonville gas-fired power facility on June
29,  1995 and (v) the  acquisition  of the two  49.5  megawatt  Greenleaf  1 & 2
gas-fired power facilities on April 21, 1995.

In  addition,  the Company  completed an initial  public  offering of its common
stock on September 25, 1996, which provided  approximately  $82.1 million of net
proceeds.  Subsequently,  the Company sold additional shares on October 17, 1996
for $27.1 million of net proceeds.  On May 16, 1996,  the Company  raised $174.9
million of net proceeds through the sale of its 10 1/2% Senior Notes Due 2006.

Electricity and steam sales accounted for approximately 92% of total revenue for
the nine months ended September 30, 1996. Service contract revenue,  income from
unconsolidated investments in power projects recognized under the equity method,
and  interest  income on loans to power  projects  accounted  for 3%, 2% and 3%,
respectively, of total revenue.

Each of the  power  generation  facilities  produces  electricity  for sale to a
utility pursuant to a long-term power sales agreement  generally having original
terms of 20 to 30 years. For each of the Company's consolidated power generation
facilities,  revenue  is  earned in the form of energy  and  capacity  payments.
Energy is typically  paid based upon the  utility's  avoided cost of energy.  In
some  cases,  a  fixed  rate is  received  for all or a  portion  of the  energy
delivered.  In all cases,  the Company  receives a fixed capacity  payment.  The
majority of these  capacity  payments  are paid during the months of May through
October.  Steam produced from the Company's  geothermal steam fields, as well as
thermal energy produced from the gas-fired facilities, are also sold pursuant to
long-term steam sales agreements.

SELECTED OPERATING DATA

Set  forth  below  is  certain  selected  operating  information  for the  power
generation  facilities and steam fields,  for which results are  consolidated in
the Company's  statement of operations.  The  information  set forth under power
plants  consists  of the  results  for  the  West  Ford  Flat  and  Bear  Canyon
facilities, the Greenleaf 1 & 2 facilities since April 21, 1995, the Watsonville
facility  since June 29, 1995,  the King City facility since May 2, 1996 and the
Gilroy  facility  since August 29, 1996. The  information  set forth under steam
fields  consists of the  results for the PG&E Unit 13 and Unit 16 Steam  Fields,
the SMUDGEO#1 Steam Fields and the Thermal Power Company Steam Fields.




                                       THREE MONTHS ENDED              NINE  MONTHS ENDED
                                 ------------------------------   ----------------------------
                                 Sept. 30,1996    Sept. 30,1995   Sept. 30,1996  Sept. 30,1995
                                 -------------    -------------   -------------  -------------
                                                                          
POWER PLANTS                                            (dollars in thousands)
   Electricity revenue
     Energy .......................   $ 26,199       $   15,497    $   60,561      $   37,795
     Capacity .....................   $ 30,321       $   15,294    $   50,095      $   24,370
   Megawatt hours produced ........    593,172          358,241     1,332,594         682,300
   Average energy rate per kilowatt
     hour produced (in cents) .....      4.417            4.326         4.545           5.539

STEAM FIELDS
   Steam revenue ..................   $ 11,761       $   10,092    $   27,627      $   27,731
   Megawatt hours produced ........    770,021          643,370     1,811,449       1,670,687
   Average energy rate per kilowatt
     hour produced (in cents)......      1.527            1.569         1.525           1.660



                                      -15-




RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 1995

REVENUE. The Company's total revenue of $70.9 million and $152.9 million for the
three  and nine  months  ended  September  30,  1996  represented  a 68% and 65%
increase, respectively, when compared to $42.2 million and $92.5 million for the
comparable  periods in 1995.  Electricity and steam sales revenue  increased 67%
and 56% to $68.2 million and $140.3  million for the three and nine months ended
September  30,  1996,  compared  to $40.9  million  and  $89.9  million  for the
comparable  periods in 1995.  The increase for the three months ended  September
30, 1996  compared to the same period for 1995 was  primarily  due to revenue of
$18.8  million  from the King City  facility  and $5.2  million  from the Gilroy
facility.  The increase for the nine months ended September 30, 1996 compared to
the same period in 1995 was  primarily  due to revenue of $29.8 million from the
King City facility,  $5.2 million from the Gilroy facility, and $6.6 million and
$4.1  million  of  higher  revenue  from  the  Greenleaf  1 & 2 and  Watsonville
facilities,  respectively,  due to a full nine-months of operations in 1996. The
remaining  increases for the three and nine month periods were  primarily due to
higher generation and higher prices at other Company power generation facilities
and steam fields.  Service contract revenue  decreased to $172,000 for the three
months ended  September 30, 1996 compared to $1.9 million for the same period in
1995.  The decrease was primarily due to a $1.6 million  reserve  related to the
Company's electricity trading operations. Service contract revenue increased 10%
to $5.6 million for the nine months ended  September  30, 1996  compared to $5.1
million for the same  period in 1995.  The  increase  was  primarily  related to
billings for services at the Aidlin and Agnews  facilities,  partially offset by
the trading loss  discussed  above.  Income from  unconsolidated  investments in
power projects increased to $1.2 million and $2.9 million for the three and nine
months ended  September 30, 1996 compared to losses of $654,000 and $2.4 million
for the comparable periods in 1995. The increases are primarily  attributable to
$832,000 and $2.7  million of equity  income for the three and nine months ended
September 30, 1996 from the Company's investment in Sumas Cogeneration  Company,
L.P. (Sumas) (see Note 4). The increase in Sumas'  profitability  during 1996 is
primarily  attributable  to a  contractual  increase  in  the  energy  price  in
accordance  with the  power  sales  agreement  with  Puget  Sound  Power & Light
Company. Interest income on loans to power projects contributed $1.3 million and
$4.1  million  to the  revenue  increase  for the  three and nine  months  ended
September  30,  1996.   The  revenue  was  due  to  $495,000  and  $2.4  million
attributable  to the  recognition  of  interest  income  on  loans  to the  sole
shareholder of the general partner of the Sumas facility,  and $791,000 and $1.7
million of interest  income on loans to  Coperlasa  related to the Cerro  Prieto
Steam Fields.

COST OF REVENUE  increased to $35.9  million and $87.2 million for the three and
nine months ended September 30, 1996 compared to $22.3 million and $52.9 million
for the  same  periods  in  1995.  The  increases  were  primarily  due to plant
operating,  depreciation,   operating  lease  and  production  royalty  expenses
attributable  to (i)  operations of the King City facility  subsequent to May 2,
1996, (ii)  operations of the Gilroy facility  subsequent to August 29, 1996 and
(iii)  a full  nine  month  period  of  operations  at the  Greenleaf  1 & 2 and
Watsonville  facilities since their transaction dates of April 21, 1995 and June
29, 1995,  respectively.  The  increases in cost of revenue were also due to the
increase in service  contract  expenses  as a result of expenses  related to the
Aidlin and Agnews  overhauls,  and due to expenses  related to the Cerro  Prieto
Steam Fields,  partially offset by lower operating and depreciation  expenses at
the Company's other existing power generation facilities and steam fields.

GENERAL AND ADMINISTRATIVE  EXPENSES increased to $4.9 million and $10.8 million
for the three and nine months ended  September 30, 1996 compared to $2.1 million
and $5.7 million for the same periods in 1995. The Company  incurred an employee
bonus  expense of $1.4  million in  September  1996  related to the Common Stock
Offering.  The  remaining  increases in 1996 were  primarily  due to  additional
personnel  and related  expenses  necessary to support the  Company's  expanding
operations.


                                      -16-




INTEREST EXPENSE  increased to $12.4 million and $31.1 million for the three and
nine months ended  September 30, 1996 compared to $8.4 million and $23.5 million
for the same periods in 1995. The increase for the three months ended  September
30, 1996  compared to the same period in 1995 was  primarily due to $4.8 million
of interest  expense on the  Company's  10 1/2% Senior Notes issued in May 1996.
The increase for the nine months ended  September  30, 1996 compared to the same
period in 1995 was primarily attributable to $7.2 million of interest expense on
the 10 1/2% Senior  Notes,  $790,000 of interest  expense  related to the Gilroy
facilities  acquired  on August 29,  1996 and $1.7  million  of higher  interest
expense  related to the  Greenleaf 1 & 2 facilities  acquired on April 21, 1995,
offset by a $3.0 million decrease in interest  expense  primarily as a result of
repayments of principal on certain non-recourse project financings.

OTHER  EXPENSE AND INCOME,  NET was $1.1  million of expense and $1.6 million of
income for the three months and nine months ended September 30, 1996 compared to
$380,000  and $1.2  million of income  for the  comparable  periods in 1995.  In
September  1996, the Company  provided a $3.7 million  allowance  related to the
O'Brien  proceedings  (see Note 13). This expense was offset by$1.6  million and
$3.1  million of interest  income for the three and six months  ended  September
1996 periods on the collateral  securities purchased in connection with the King
City  Transaction.  Interest  income for the periods also  increased  due to the
investment of the net proceeds of the Preferred  Stock,  from the sale of the 10
1/2% Senior Notes, and from the Common Stock Offering.

PROVISION FOR INCOME TAXES.  The effective rate for the income tax provision was
approximately  31% and 34% for the three and nine  months  ended  September  30,
1996. In September 1996, in accordance with SFAS No. 109,  Accounting for Income
Taxes,  the Company  decreased its deferred  income tax liability by $769,000 to
reflect  the  change in  California's  state  income tax rate from 9.3% to 8.84%
effective  January  1,  1997.  In  addition,  depletion  in  excess of tax basis
benefits at the Company's geothermal  facilities reduced the Company's effective
tax rate for 1996.  The  effective  rate for the 1995 income tax  provision  was
approximately 41%.


LIQUIDITY AND CAPITAL RESOURCES

To date, the Company has obtained cash from its operations, borrowings under its
credit facilities and other working capital lines,  sales of debt and equity and
proceeds from non-recourse project financings. The Company utilized this cash to
fund its operations, service debt obligations, fund the acquisition, development
and construction of power generation  facilities,  finance capital  expenditures
and meet its other cash and liquidity needs.

Operating  activities for the nine months ended  September 30, 1996 consisted of
approximately  $15.2 million of net income,  $26.1 million of  depreciation  and
amortization,  $6.3 million in deferred income taxes,  offset by $2.9 million of
income from  unconsolidated  investments in power projects and $19.0 million net
decrease in operating assets and liabilities.

Investing  activities used $269.3 million during the nine months ended September
30, 1996, primarily due to $16.7 million of capital expenditures and capitalized
project costs,  $95.0 million for the purchase of collateral  securities,  $14.2
million investment in Coperlasa,  $5.4 million for deferred transaction costs in
connection with King City, and $138.1 million investment in Gilroy.

Financing  activities  provided  $321.3  million of cash  during the nine months
ended September 30, 1996. The Company issued $50.0 million of preferred stock to
Electrowatt,  borrowed  $161.0  million  of bank  debt and an  additional  $59.9
million  under the credit  facilities,  received net proceeds of $174.9  million
from the Senior Notes Due 2006,  and received $82.1 million upon the issuance of
common stock.  The Company  subsequently  repaid $46.2 million of bank debt, all
borrowings  outstanding under the credit facilities of $79.8 million,  and $77.7
million of non-recourse project financing.


                                      -17-





As of  September  30, 1996,  cash and cash  equivalents  were $99.5  million and
working  capital was $122.5  million.  For the nine months ended  September  30,
1996,  working capital  increased  $171.6 million and cash and cash  equivalents
increased  $77.7  million as compared to the twelve  months  ended  December 31,
1995.  The increase in working  capital is due to $69.1 million of remaining net
proceeds from the Common Stock  Offering after  repayment of certain  short-term
borrowings,  and reflects the inclusion of $57.0 million of non-recourse project
financing in current liabilities as of December 31, 1995. A portion of the funds
from the  issuance of the Senior  Notes Due 2006 was used to  refinance  current
bank debt and borrowings under the Credit Suisse Credit  Facility,  and to repay
the $57.0 million  non-recourse  indebtedness.  Working capital at September 30,
1996 also  includes the net  remaining  proceeds from the issuance of the Senior
Notes Due 2006 and the Company's net proceeds from its initial public  offering.
On October 17, 1996,  the Company issued  additional  shares of Common Stock and
received $27.1 million of net proceeds.

As a developer, owner and operator of power generation projects, the Company may
be required to make long-term commitments and investments of substantial capital
for  its  projects.   The  Company   historically  has  financed  these  capital
requirements  with  available  cash  resources and  borrowings  under its credit
facility,  other lines of credit,  non-recourse project financing,  or long-term
debt.

The Company currently has outstanding  $105.0 million of its 9 1/4% Senior Notes
Due  2004  which  mature  on  February  1,  2004  and  bear   interest   payable
semi-annually on February 1 and August 1 of each year. In addition,  the Company
has $180.0  million of its 10 1/2% Senior Notes Due 2006 which mature on May 15,
2006 and bear  interest  semi-annually  on May 15 and  November 15 of each year.
Under the  provisions  of the  applicable  indentures,  the Company  may,  under
certain circumstances, be limited in its ability to make restricted payments, as
defined,  which include dividends and certain  purchases and investments,  incur
additional indebtedness and engage in certain transactions.

At September 30, 1996,  the Company had $312.7 million of  non-recourse  project
financing  associated with power  generating  facilities and steam fields at the
West Ford Flat facility,  the Bear Canyon facility, the PG&E Unit 13 and Unit 16
Steam Fields, the SMUDGEO#1 Steam Fields, the Greenleaf 1 & 2 facilities and the
Gilroy  facility.  As of  September  30,  1996,  the annual  maturities  for all
non-recourse  project  financing  were $6.9  million for the  remainder of 1996,
$30.6  million for 1997,  $32.6 million for 1998,  $24.2 million for  1999,$24.3
million for 2000 and $192.0 million thereafter.

The Company  currently has a $50.0 million  revolving  credit  agreement  with a
consortium of commercial  lending  institutions  led by The Bank of Nova Scotia,
with borrowings  bearing  interest at either LIBOR or at The Bank of Nova Scotia
base rate plus a mutually agreed margin.  At September 30, 1996, the Company had
no borrowings  outstanding under the revolving credit facility.  (See Note 9 for
further information).

The Company has a $1.2 million  working  capital  line with a commercial  lender
that may be used to fund short-term  working capital  commitments and letters of
credit.  At September 30, 1996, the Company had no borrowings under this working
capital line and $900,000 of letters of credit  outstanding.  Borrowings  are at
prime plus 1%.

The Company also has  outstanding  a  non-interest  bearing  promissory  note to
Natomas Energy  Company in the amount of $6.5 million  representing a portion of
the September 1994 purchase  price of Thermal Power Company.  This note has been
discounted to yield 8% per annum and is due September 9, 1997.

The  Company  intends  to  continue  to  seek  the use of  non-recourse  project
financing  for new  projects,  where  appropriate.  The debt  agreements  of the
Company's  subsidiaries and other affiliates  governing the non-recourse project
financing generally restrict their ability to pay dividends,  make distributions
or otherwise  transfer funds to the Company.  The dividend  restrictions in such
agreements   generally   require  that,  prior  to  the  payment  of  dividends,
distributions or other transfers, the subsidiary or other affiliate must provide
for the


                                      -18-





payment of other obligations,  including  operating  expenses,  debt service and
reserves.  However,  the Company  does not believe that such  restrictions  will
adversely affect its ability to meet its debt obligations.

At September 30, 1996, the Company had planned commitments for remaining capital
expenditures  in 1996 totaling $3.8 million  related to various  projects at its
geothermal facilities.  The Company intends to fund capital expenditures for the
ongoing  operation and development of the Company's power generation  facilities
primarily  through  the  operating  cash flow of such  facilities.  For the nine
months ended September 30, 1996, capital expenditures  included $4.0 million for
the purchase of geothermal leases for the Glass Mountain  project,  $3.1 million
for the new  rotor at the  PG&E  Unit 13  facility  and  $2.8  million  for well
drilling and a reinjection pipeline at the Company's geothermal steam fields.

The Company continues to pursue the development of geothermal  resources and the
acquisition  and  development  of new power  generation  projects.  The  Company
expects to commit  significant  capital in future years for the  acquisition and
development of these projects.  The Company's  actual capital  expenditures  may
vary significantly during any year.

The Company believes that it will have sufficient  liquidity from cash flow from
operations  and  borrowings  available  under the lines of  credit  and  working
capital to satisfy all obligations  under outstanding  indebtedness,  to finance
anticipated capital expenditures and to fund working capital requirements.


                                      -19-




                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

In  connection  with the  Company's  unsuccessful  attempt  to  acquire  O'Brien
Environmental  Energy,  Inc.  (O'Brien) in 1995 through  U.S.  Bankruptcy  Court
proceedings,   the  Company  had  capitalized   approximately  $3.7  million  of
third-party costs. Pursuant to the terms of a contract with O'Brien, the Company
sought the  reimbursement of such costs and a $2.0 million break-up fee, each of
which was subject to the approval of the Bankruptcy  Court. On November 8, 1996,
the court denied Calpine's application for approval of such costs and fees. As a
result,  the Company  provided a $3.6 million  allowance in the third quarter of
1996 and will begin the appeal process in the near future.

ITEM 2.           CHANGE IN SECURITIES

None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held an annual meeting of the Company's sole shareholder on July 17,
1996 at which time the sole shareholder voted to approve: (1) the initial public
offering of the Company's common stock; (2) the  reincorporation  merger between
Calpine  Corporation  (California)  and Electrowatt  Services,  Inc., a Delaware
corporation;  (3) the amendment and restatement of the Company's  Certificate of
Incorporation and Bylaws in connection with the reincorporation  merger, and the
resulting stock split,  including the conversion of the Class B Common Stock and
Series A Preferred Stock of Calpine  Corporation  (California) into Common Stock
of the Company;  (4) the 1996 Stock  Incentive  Plan and the 1996 Employee Stock
Purchase  Plan;  and (5) the  appointment  of the following new directors of the
Company,  all to become effective  immediately  prior to the consummation of the
initial  public  offering:  Ann B.  Curtis  and  George  Stathakis;  and (6) the
appointment of the following  director for an additional  year-long term:  Peter
Cartwright.

Holders of record of the Company's Class B Common Stock were entitled to vote at
the special  meeting.  As of July 17, 1996,  there were 12,567,180  (post split)
shares of Class B Common Stock  outstanding and entitled to vote at the meeting.
There were no shares of Class A Common Stock outstanding and entitled to vote at
the  meeting.  All matters were voted for by 100% of the  outstanding  shares of
Class B Common Stock.

ITEM 5.           OTHER INFORMATION

None.



                                      -20-





ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION

3.1       Amended  and  Restated   Certificate  of   Incorporation   of  Calpine
          Corporation, a Delaware corporation. (l)

3.2       Amended  and  Restated  Bylaws  of  Calpine  Corporation,  a  Delaware
          corporation. (l)

4.1       Indenture  dated as of  February  17,  1994  between  the  Company and
          Shawmut  Bank  of  Connecticut,   National  Association,  as  Trustee,
          including form of Notes. (a)

4.2       Indenture  dated as of May 16,  1996  between  the  Company  and Fleet
          National Bank, as Trustee, including form of Notes. (m)

10.1      Financing Agreements

10.1.1    Term and Working  Capital  Loan  Agreement,  dated as of June 1, 1990,
          between Calpine Geysers Company,  L.P. (formerly Santa Rosa Geothermal
          Company, L.P.), and Deutsche Bank AG, New York Branch. (a)

10.1.2    First Amendment to Term and Working  Capital Loan Agreement,  dated as
          of June 29, 1990,  between Calpine  Geysers  Company,  L.P.  (formerly
          Santa Rosa Geothermal  Company,  L.P.), and Deutsche Bank AG, New York
          Branch. (a)

10.1.3    Second Amendment to Term and Working Capital Loan Agreement,  dated as
          of December 1, 1990,  between Calpine Geysers Company,  L.P. (formerly
          Santa Rosa Geothermal  Company,  L.P.), and Deutsche Bank AG, New York
          Branch. (a)

10.1.4    Third Amendment to Term and Working  Capital Loan Agreement,  dated as
          of June 26, 1992,  between Calpine  Geysers  Company,  L.P.  (formerly
          Santa  Rosa  Geothermal  Company,  L.P.),  Deutsche  Bank AG, New York
          Branch, National Westminster Bank PLC, Union Bank of Switzerland,  New
          York Branch, and The Prudential Insurance Company of America. (a)

10.1.5    Fourth Amendment to Term and Working Capital Loan Agreement,  dated as
          of April l, 1993,  between Calpine  Geysers  Company,  L.P.  (formerly
          Santa  Rosa  Geothermal  Company,  L.P.),  Deutsche  Bank AG, New York
          Branch, National Westminster Bank PLC, Union Bank of Switzerland,  New
          York Branch, and The Prudential Insurance Company of America. (a)

10.1.6    Construction  and Term Loan  Agreement,  dated as of January 30, 1992,
          between Sumas  Cogeneration  Company,  L.P., The Prudential  Insurance
          Company of America, and Credit Suisse, New York Branch. (a)

10.1.7    Amendment No. 1 to Construction  and Term Loan Agreement,  dated as of
          May 24, 1993, between Sumas Cogeneration Company, L.P., The Prudential
          Insurance Company of America, and Credit Suisse, New York Branch. (a)

10.1.8    Credit Agreement-Construction Loan and Term Loan Facility, dated as of
          January 10, 1990, between Credit Suisse and O.L.S. Energy-Agnews. (a)


                                      -21-





10.1.9    Amendment  No. 1 to Credit  Agreement-Construction  Loan and Term Loan
          Facility,  dated as of December  5, 1990,  between  Credit  Suisse and
          O.L.S. Energy-Agnews. (a)

10.1.10   Participation Agreement,  dated as of December 1, 1990, between O.L.S.
          Energy-Agnews,  Nynex Credit  Company,  Credit Suisse,  Meridian Trust
          Company of California, and GATX Capital Corporation. (a)

10.1.11   Facility  Lease  Agreement,  dated as of  December  1,  1990,  between
          Meridian Trust Company of California and O.L.S. Energy-Agnews. (a)

10.1.12   Project  Revenues  Agreement,  dated as of December  1, 1990,  between
          O.L.S. Energy-Agnews,  Meridian Trust Company of California and Credit
          Suisse. (a)

10.1.13   Project Credit Agreement,  dated as of June 30, 1995,  between Calpine
          Greenleaf Corporation,  Greenleaf Unit One Associates,  Greenleaf Unit
          Two Associates, Inc. and The Sumitomo Bank, Limited. (g)

10.1.14   Lease  dated as of April 24,  1996  between  BAF  Energy A  California
          Limited Partnership, Lessor, and Calpine King City Cogen, LLC, Lessee.
          (j)

10.1.15   Credit  Agreement,  dated as of August 28, 1996,  among Calpine Gilroy
          Cogen, L.P. and Banque Nationale de Paris. (l)

10.1.16   Credit  Agreement,  dated as of  September  25,  1996,  among  Calpine
          Corporation and The Bank of Nova Scotia. (m)

10.2       Purchase Agreements

10.2.1    Purchase  Agreement,  dated  as  of  April  1,  1993,  between  Sonoma
          Geothermal  Partners,  L.P.,  Healdsburg  Energy  Company,  L.P.,  and
          Freeport-McMoRan Resource Partners, Limited Partnership. (a)

10.2.2    Stock  Purchase  Agreement,  dated as of June 27, 1994,  between Maxus
          International   Energy  Company,   Natomas  Energy  Company,   Calpine
          Corporation  and Calpine  Thermal  Power,  Inc. and amendment  thereto
          dated July 28, 1994. (b)

10.2.3    Share  Purchase   Agreement  dated  March  30,  1995  between  Calpine
          Corporation, Calpine Greenleaf Corporation, Radnor Power Corp. and LFC
          Financial Corp. (e)

10.2.4    Asset Purchase  Agreement,  dated as of August 28, 1996,  among Gilroy
          Energy Company,  McCormick & Company,  Incorporated and Calpine Gilroy
          Cogen, L.P. (m)

10.2.5    Noncompetition / Earnings  Contingency  Agreement,  dated as of August
          28,  1996,   among  Gilroy  Energy   Company,   McCormick  &  Company,
          Incorporated and Calpine Gilroy Cogen, L.P. (m)

10.3       Power Sales Agreements

10.3.1    Long-Term Energy and Capacity Power Purchase Agreement relating to the
          Bear Canyon Facility,  dated November 30, 1984,  between Pacific Gas &
          Electric  and  Calpine  Geysers  Company,  L.P.  (formerly  Santa Rosa
          Geothermal  Company,  L.P.),  Amendment dated October 17, 1985, Second
          Amendment dated October 19, 1988, and related documents. (a)



                                      -22-





10.3.2    Long-Term Energy and Capacity Power Purchase Agreement relating to the
          Bear Canyon Facility,  dated November 29, 1984,  between Pacific Gas &
          Electric  and  Calpine  Geysers  Company,  L.P.  (formerly  Santa Rosa
          Geothermal  Company,  L.P.), and Modification dated November 29, 1984,
          Amendment dated October 17, 1985,  Second  Amendment dated October 19,
          1988, and related documents. (a)

10.3.3    Long-Term Energy and Capacity Power Purchase Agreement relating to the
          West Ford Flat Facility,  dated November 13, 1984, between Pacific Gas
          & Electric and Calpine  Geysers  Company,  L.P.  (formerly  Santa Rosa
          Geothermal Company, L.P.), and amendments dated May 18, 1987, June 22,
          1987, July 3, 1987 and January 21, 1988, and related documents. (a)

10.3.4    Agreement  for Firm Power  Purchase,  dated as of February  24,  1989,
          between Puget Sound Power & Light  Company and Sumas Energy,  Inc. and
          amendment thereto dated September 30, 1991. (a)

10.3.5    Long-Term  Energy and Capacity Power Purchase  Agreement,  dated April
          16,  1985,  between  O.L.S.  Energy-Agnews  and Pacific Gas & Electric
          Company and amendment thereto dated February 24, 1989. (a)

10.3.6    Long-Term Energy and Capacity Power Purchase Agreement, dated November
          15, 1984, between Geothermal Energy Partners,  Ltd., and Pacific Gas &
          Electric Company and related documents. (a)

10.3.7    Long-Term Energy and Capacity Power Purchase Agreement, dated November
          15, 1984, between Geothermal Energy Partners,  Ltd., and Pacific Gas &
          Electric Company (see Exhibit 10.3.6 for related documents). (a)

10.3.8    Long-Term Energy and Capacity Power Purchase Agreement, dated December
          12, 1984, between Greenleaf Unit One Associates,  Inc. and Pacific Gas
          and Electric Company. (f)

10.3.9    Long-Term Energy and Capacity Power Purchase Agreement, dated December
          12, 1984, between Greenleaf Unit Two Associates,  Inc. and Pacific Gas
          and Electric Company. (f)

10.3.10   Long-Term Energy and Capacity Power Purchase Agreement, dated December
          5, 1985,  between  Calpine  Gilroy  Cogen,  L.P.  and  Pacific Gas and
          Electric Company, and amendments thereto dated December 19, 1993, July
          18, 1985, June 9, 1986, August 18, 1988 and June 9, 1991. (l)

10.4      Steam Sales Agreements

10.4.1    Geothermal Steam Sales Agreement, dated July 19, 1979, between Calpine
          Geysers Company, L.P. (formerly Santa Rosa Geothermal Company,  L.P.),
          and Sacramento Municipal Utility District and related documents. (a)

10.4.2    Agreement for the Sale and Purchase of Geothermal  Steam,  dated March
          23, 1973,  between Calpine Geysers Company,  L.P. (formerly Santa Rosa
          Geothermal  Company,  L.P.),  and Pacific  Gas & Electric  Company and
          related letter dated May 18, 1987. (a)

10.4.3    Thermal Energy and Kiln Lease Agreement, dated as of January 16, 1992,
          between  Sumas  Cogeneration  Company,   L.P.,  and  Socco,  Inc.  and
          amendment thereto dated May 24, 1993. (a)

10.4.4    Amended and Restated Energy Service Agreement, dated as of December l,
          1990, between the State of California and O.L.S. Energy-Agnews. (a)



                                      -23-





10.4.5    Agreement for the Sale of Geothermal Steam, dated as of July 28, 1992,
          between Thermal Power Company and Pacific Gas & Electric Company. (c)

10.4.6    Amendment to the Agreement for the Sale of Geothermal Steam,  dated as
          of August 9,  1995,  between  Union Oil  Company  of  California,  NEC
          Acquisition  Company,  Thermal  Power  Company,  and  Pacific  Gas and
          Electric Company. (h)

10.5      Service Agreements

10.5.1    Operation  and  Maintenance  Agreement,  dated as of  April  5,  1990,
          between   Calpine   Operating   Plant   Services,    Inc.    (formerly
          Calpine-Geysers  Plant Services,  Inc.),  and Calpine Geysers Company,
          L.P. (formerly Santa Rosa Geothermal Company, L.P.). (a)

10.5.2    Amended and Restated Operating and Maintenance Agreement,  dated as of
          January 24, 1992,  between Calpine Operating Plant Services,  Inc. and
          Sumas Cogeneration Company, L.P. (a)

10.5.3    Amended and Restated Operation and Maintenance Agreement,  dated as of
          December 31, 1990, between O.L.S.  Energy-Agnews and Calpine Operating
          Plant Services, Inc. (formerly Calpine Cogen-Agnews, Inc.). (a)

10.5.4    Operating  and  Maintenance  Agreement,  dated as of  January 1, 1995,
          between Calpine Corporation and Geothermal Energy Partners, Ltd. (h)

10.5.5    Amended and Restated Operating Agreement for the Geysers,  dated as of
          December 31, 1993, by and between Magma-Thermal Power Project, a joint
          venture composed of NEC Acquisition Company and Thermal Power Company,
          and Union Oil Company of California. (c)

10.6      Gas Supply Agreements

10.6.1    Gas Sale  and  Purchase  Agreement,  dated as of  December  23,  1991,
          between ENCO Gas, Ltd, and Sumas Cogeneration Company, L.P. (a)

10.6.2    Gas  Management  Agreement,  dated as of December  23,  1991,  between
          Canadian  Hydrocarbons  Marketing  Inc.,  ENCO  Gas,  Ltd.  and  Sumas
          Cogeneration Company, L.P. (a)

10.6.4    Natural Gas Sales  Agreement,  dated as of  November 1, 1993,  between
          O.L.S. Energy-Agnews, Inc. and Amoco Energy Trading Corporation. (a)

10.6.5    Natural Gas Service Agreement, dated November 1, 1993, between Pacific
          Gas & Electric Company and O.L.S. Energy-Agnews, Inc. (a)

10.7      Agreements Regarding Real Property

10.7.1    Office  Lease,  dated  March 15,  1991,  between 50 West San  Fernando
          Associates, L.P., and Calpine Corporation. (a)

10.7.2    First Amendment to Office Lease, dated April 30, 1992, between 50 West
          San Fernando Associates, L.P. and Calpine Corporation. (a)

10.7.3    Geothermal  Resources Lease CA 1862, dated July 25, 1974,  between the
          United States Bureau of Land Management and Calpine  Geysers  Company,
          L.P. (formerly Santa Rosa Geothermal Company, L.P.). (a)


                                      -24-




10.7.4    Geothermal  Resources  Lease PRC  5206.2,  dated  December  14,  1976,
          between the State of  California  and Calpine  Geysers  Company,  L.P.
          (formerly Santa Rosa Geothermal Company, L.P.). (a)

10.7.5    First Amendment to Geothermal  Resources Lease PRC 5206.2, dated April
          20,1994,  between the State of California and Calpine Geysers Company,
          L.P. (formerly Santa Rosa Geothermal Company, L.P.). (a)

10.7.6    Industrial Park Lease Agreement, dated December 18, 1990, between Port
          of Bellingham and Sumas Energy, Inc. (a)

10.7.7    First Amendment to Industrial Park Lease  Agreement,  dated as of July
          16, 1991,  between Port of Bellingham,  Sumas Energy,  Inc., and Sumas
          Cogeneration Company, L.P. (a)

10.7.8    Second  Amendment  to  Industrial  Park Lease  Agreement,  dated as of
          December 17, 1991 between Port of  Bellingham  and Sumas  Cogeneration
          Company, L.P. (a)

10.7.9    Amended and Restated Cogeneration Lease, dated as of December 1, 1990,
          between the State of California and O.L.S. Energy-Agnews. (a)

10.8      General

10.8.1    Limited  Partnership  Agreement of Sumas Cogeneration  Company,  L.P.,
          dated as of August 28, 1991,  between Sumas  Energy,  Inc. and Whatcom
          Cogeneration Partners, L.P. (a)

10.8.2    First Amendment to Limited Partnership Agreement of Sumas Cogeneration
          Company,   L.P.,  dated  as  of  January  30,  1992,  between  Whatcom
          Cogeneration Partners, L.P., and Sumas Energy, Inc. (a)

10.8.3    Second   Amendment   to  Limited   Partnership   Agreement   of  Sumas
          Cogeneration Company,  L.P., dated as of May 24, 1993, between Whatcom
          Cogeneration Partners, L.P., and Sumas Energy, Inc. (a)

10.8.4    Second  Amended  and  Restated  Shareholders'  Agreement,  dated as of
          October 22, 1993,  among GATX  Capital  Corporation,  Calpine  Agnews,
          Inc., JGS-Agnews, Inc., and GATX/Calpine-Agnews, Inc. (a)

10.8.5    Amended and Restated Reimbursement Agreement,  dated October 22, 1993,
          between GATX Capital Corporation,  Calpine Agnews,  Inc.,  JGS-Agnews,
          Inc., GATX/Calpine-Agnews, Inc., and O.L.S. Energy-Agnews, Inc. (a)

10.8.6    Amended and  Restated  Limited  Partnership  Agreement  of  Geothermal
          Energy Partners Ltd., L.P., dated as of May 19, 1989,  between Western
          Geothermal  Company,   L.P.,  Sonoma  Geothermal  Company,  L.P.,  and
          Cloverdale Geothermal Partners, L.P. (a)

10.8.7    Assignment  and  Security  Agreement,  dated as of January  10,  1990,
          between O.L.S. Energy-Agnews and Credit Suisse. (a)

10.8.8    Pledge   Agreement,   dated   as  of   January   10,   1990,   between
          GATX/Calpine-Agnews, Inc., and Credit Suisse. (a)


                                      -25-




10.8.9    Equity  Support  Agreement,  dated as of  January  10,  1990,  between
          Calpine Corporation and Credit Suisse. (a)

10.8.10   Assignment  and  Security  Agreement,  dated as of  December  1, 1990,
          between   O.L.S.   Energy-   Agnews  and  Meridian  Trust  Company  of
          California. (a)

10.8.11   First  Amended  and  Restated  Limited  Partner  Pledge  and  Security
          Agreement,  dated as of  April  1,  1993,  between  Sonoma  Geothermal
          Partners,  L.P.,  Healdsburg  Energy  Company,  L.P.,  Calpine Geysers
          Company,   L.P.  (formerly  Santa  Rosa  Geothermal  Company,   L.P.),
          Freeport-McMoRan  Resource Partners,  L.P., and Meridian Trust Company
          of California. (a)

10.8.12   Management Services Agreement,  dated January 1, 1995, between Calpine
          Corporation and Electrowatt Ltd. (k)

10.8.13   Guarantee  Fee  Agreement,  dated  January  1, 1995,  between  Calpine
          Corporation and Electrowatt Ltd. (g)

10.9.1    Calpine  Corporation  Stock  Option  Program  and forms of  agreements
          thereunder. (a)

10.9.2    Calpine  Corporation 1996 Stock Incentive Plan and forms of agreements
          thereunder. (l)

10.9.3    Calpine  Corporation   Employee  Stock  Purchase  Plan  and  forms  of
          agreements thereunder. (l)

10.10.1   Amended and Restated Employment  Agreement between Calpine Corporation
          and Mr. Peter Cartwright. (l)

10.10.2   Senior Vice President Employment Agreement between Calpine Corporation
          and Ms. Ann B. Curtis. (l)

10.10.3   Senior Vice President Employment Agreement between Calpine Corporation
          and Mr. Lynn A. Kerby. (l)

10.10.4   Vice President  Employment  Agreement between Calpine  Corporation and
          Mr. Ron A. Walter. (l)


10.10.5   Vice President  Employment  Agreement between Calpine  Corporation and
          Mr. Robert D. Kelly. (l)

10.10.6   First  Amended  and  Restated   Consulting  Contract  between  Calpine
          Corporation and Mr. George J. Stathakis. (l)

10.11     Form of Indemnification Agreement for directors and officers. (l)

21.1      Subsidiaries of the Company. (m)

  ------------------------------------


(a)       Incorporated  by reference to Registrant's  Registration  Statement on
          Form S-1 (Registration Statement No. 33-73160).

(b)       Incorporated by reference to  Registrant's  Current Report on Form 8-K
          dated September 9, 1994 and filed on September 26, 1994.


                                      -26-




(c)       Incorporated  by reference to  Registrant's  Quarterly  Report on Form
          10-Q dated September 30, 1994 and filed on November 14, 1994.

(d)       Incorporated by reference to  Registrant's  Annual Report on Form 10-K
          dated December 31, 1994 and filed on March 29, 1995.

(e)       Incorporated by reference to  Registrant's  Current Report on Form 8-K
          dated April 21, 1995 and filed on May 5, 1995.

(f)       Incorporated  by reference to  Registrant's  Quarterly  Report on Form
          10-Q dated March 31, 1995 and filed on May 12, 1995.

(g)       Incorporated  by reference to  Registrant's  Quarterly  Report on Form
          10-Q dated June 30, 1995 and filed on August 14, 1995.

(h)       Incorporated  by reference to  Registrant's  Quarterly  Report on Form
          10-Q dated September 30, 1995 and filed on November 14, 1995.

(I)       Incorporated by reference to  Registrant's  Annual Report on Form 10-K
          dated December 31, 1994 and filed on March 29, 1996.

(j)       Incorporated by reference to  Registrant's  Current Report on Form 8-K
          dated May 1, 1996 and filed on May 14, 1996.

(k)       Incorporated  by reference to  Registrant's  Quarterly  Report on Form
          10-Q dated March 31, 1996 and filed on May 15, 1996.

(l)       Incorporated  by reference to Registrant's  Registration  Statement on
          Form S-1 (Registration Statement No. 333-07497).

(m)       Incorporated by reference to  Registrant's  Current Report on Form 8-K
          dated August 29, 1996 and filed on September 13, 1996.


(B)      REPORTS ON FORM 8-K

A report on Form 8-K dated August 29, 1996 was filed on September 13, 1996.


                                      -27-




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


CALPINE CORPORATION


By:      \s\  Ann B. Curtis                           Date:    November 14, 1996
         -----------------------------------
         Ann B. Curtis
         Senior Vice President
         (Chief Financial Officer)



By:      \s\  Gloria S. Gee                           Date:    November 14, 1996
         -----------------------------------
         Gloria S. Gee
         Corporate Controller
         (Chief Accounting Officer)




                                      -28-