As filed with the Securities and Exchange Commission on July 16, 2004
                                                Registration No. 333-___________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               CALPINE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                      77-0212977
   (State or Other Jurisdiction                (IRS Employer Identification No.)
of Incorporation or Organization)

50 West San Fernando Street, San Jose, California      95113
     (Address of principal executive offices)        (Zip Code)

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

                            1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  Ann B. Curtis
         Executive Vice President, Vice Chairman and Corporate Secretary
                               Calpine Corporation
             50 West San Fernando Street, San Jose, California 95113
                                 (408) 995-5115
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                            Proposed Maximum     Proposed Maximum
Title of Each Class of Securities         Amount to be       Offering Price          Aggregate             Amount of
to be Registered                          Registered(2)       per Share(3)       Offering Price(3)     Registration Fee
---------------------------------         -------------     ----------------     -----------------     ----------------
<S>                                        <C>                   <C>              <C>                      <C>
Common Stock, $.001 par value(1)......     21,000,000            $4.11            $86,310,000.00           $10,935.48
---------------
<FN>
(1)  Includes certain preferred stock purchase rights (the "Rights")  associated
     with shares of the Common Stock issued pursuant to the Amended and Restated
     Rights Agreement,  dated as of September 19, 2001 (the "Rights Agreement"),
     between the registrant and Equiserve Trust Company,  N.A., as rights agent.
     Until the occurrence of certain events  specified in the Rights  Agreement,
     none of which have occurred, the Rights are not exercisable,  are evidenced
     by the  certificate  representing  the Common Stock and will be transferred
     along with and only with the Common Stock.
(2)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "1933 Act"),  this  Registration  Statement shall also cover any additional
     shares of Common Stock which become issuable under the 1996 Stock Incentive
     Plan by reason of any stock  dividend,  stock  split,  recapitalization  or
     other similar  transaction  effected  without the receipt of  consideration
     which  results in an  increase in the number of the  outstanding  shares of
     Common Stock of Calpine Corporation.
(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     1933 Act on the basis of the average of the high and low selling prices per
     share of Common  Stock on July 9, 2004,  as  reported by The New York Stock
     Exchange.
</FN>
</TABLE>


<PAGE>


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Calpine Corporation  ("Calpine") hereby incorporates by reference into this
Registration  Statement  the  following  documents  previously  filed  with  the
Securities  and  Exchange  Commission  (the "SEC")  pursuant  to the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

     o    The Annual Report on Form 10-K of Calpine for the year ended  December
          31, 2003, filed with the SEC on March 25, 2004;

     o    The  Quarterly  Report on Form 10-Q of Calpine for the  quarter  ended
          March 31, 2004, filed with the SEC on May 10, 2004;

     o    The  Current  Reports  on Form 8-K of  Calpine,  filed with the SEC on
          January 6, 2004,  January 9, 2004,  January 9, 2004, January 20, 2004,
          January  29,  2004,  February 3, 2004,  February 4, 2004,  February 9,
          2004,  February 24, 2004, February 24, 2004, March 10, 2004, March 12,
          2004,  March 16, 2004, March 23, 2004, April 19, 2004, April 28, 2004,
          May 27, 2004, June 9, 2004, June 15, 2004 and June 29, 2004;

     o    The  description of the shares of Common Stock  contained in Calpine's
          Registration  Statement  on Form 8-A,  dated  August 20,  1996,  filed
          pursuant  to Section 12 of the  Exchange  Act,  and any  amendment  or
          report   subsequently   filed  for  the  purpose  of   updating   that
          description; and

     o    The description of the preferred  stock purchase  rights  contained in
          Calpine's  Registration  Statement on Form 8-A,  filed with the SEC on
          June 18, 1997, as amended by Calpine's  Registration Statement on Form
          8-A/A, filed with the SEC on June 24, 1997, and Calpine's Registration
          Statement  on Form 8-A/A,  filed with the SEC on  September  28, 2001,
          pursuant  to  Section  12 of the  Exchange  Act,  and  any  additional
          amendment  or report  subsequently  filed for the  purpose of updating
          that description.

     All  documents  filed by Calpine  Corporation  pursuant  to Section  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a  post-effective  amendment that indicates
that all  securities  offered  hereby  have  been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any subsequently filed document that also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

     The consolidated  financial  statements  incorporated in this  Registration
Statement by reference to the Annual Report on Form 10-K of the  Registrant  for
the year ended  December 31, 2003 have been so  incorporated  in reliance on the
report  of   PricewaterhouseCoopers   LLP,  an  independent   registered  public
accounting  firm, given on the authority of said firm as experts in auditing and
accounting.


<PAGE>


Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"Delaware  Law")  empowers a Delaware  corporation  to indemnify any persons who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed  legal  action,   suit  or  proceedings,   whether  civil,   criminal,
administrative  or  investigative  (other than action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably  believed to be in or
not opposed to the corporation's best interests,  and, for criminal proceedings,
had no  reasonable  cause to  believe  his  conduct  was  unlawful.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

     In accordance  with  Delaware  Law, the  certificate  of  incorporation  of
Calpine contains a provision to limit the personal liability of the directors of
Calpine for violations of their fiduciary  duty. This provision  eliminates each
director's  liability to Calpine or its stockholders for monetary damages except
(i) for  any  breach  of the  director's  duty  of  loyalty  to  Calpine  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing  for  liability of directors for unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions,   or  (iv)  for  any
transaction  from which a director  derived an improper  personal  benefit.  The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

     Article  Ten  of  Calpine's  bylaws  provides  for  indemnification  of the
officers and directors of Calpine to the fullest extent  permitted by applicable
law.

     Calpine has entered into indemnification  agreements with its directors and
officers.  These agreements provide  substantially broader indemnity rights than
those provided under the Delaware Law and Calpine's bylaws. The  indemnification
agreements are not intended to deny or otherwise limit third-party or derivative
suits against Calpine or its directors or officers, but if a director or officer
were entitled to indemnity or contribution under the indemnification  agreement,
the  financial  burden of a  third-party  suit  would be borne by  Calpine,  and
Calpine  would not benefit from  derivative  recoveries  against the director or
officer.  Such  recoveries  would  accrue to the benefit of Calpine but would be
offset  by  Calpine's   obligations   to  the  director  or  officer  under  the
indemnification  agreement.  In addition,  the  directors of Calpine are insured
under officers and directors liability insurance policies.


                                      -2-
<PAGE>


Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     In addition to the exhibits listed in Calpine's  Registration  Statement on
Form S-8/A, filed with the SEC on May 5, 2000, the following additional exhibits
are filed herewith or incorporated by reference herein:

 EXHIBIT
  NUMBER                            DESCRIPTION
 -------                            -----------
   *4.1   Amended  and  Restated   Certificate  of   Incorporation   of  Calpine
          Corporation (a)
   *4.2   Certificate of Correction of Calpine Corporation (b)
   *4.3   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation (c)
   +4.4   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation
   *4.5   Certificate of Designation of Series A  Participating  Preferred Stock
          of Calpine Corporation (b)
   *4.6   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (b)
   *4.7   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (c)
   *4.8   Certificate  of  Designation  of  Special  Voting  Preferred  Stock of
          Calpine Corporation (d)
   *4.9   Certificate  of Ownership and Merger Merging  Calpine  Natural Gas GP,
          Inc. into Calpine Corporation (e)
   *4.10  Certificate  of  Ownership  and Merger  Merging  Calpine  Natural  Gas
          Company into Calpine Corporation (e)
   *4.11  Amended and Restated By-laws of Calpine Corporation (f)
   *4.12  Amended and  Restated  Rights  Agreement,  dated as of  September  19,
          2001, between Calpine  Corporation and Equiserve Trust Company,  N.A.,
          as Rights Agent (g)
   +5.1   Opinion  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation
  +23.1   Consent  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation (included in Exhibit 5.1)
  +23.2   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.3   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.4   Consent   of   independent    registered   public   accounting   firm,
          Deloitte & Touche LLP
  +23.5   Consent  of  Netherland,   Sewell  &  Associates,   Inc.,  independent
          engineer
  +23.6   Consent  of  Gilbert  Laustsen  Jung  Associates,   Ltd.,  independent
          engineer
  +24.1   Power of Attorney of Officers  and  Directors  of Calpine  Corporation
          (set  forth on the  signature  pages of this  Registration  Statement)
----------


                                      -3-
<PAGE>


+     Filed herewith.

*     Incorporated by reference.

(a)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-40652),  filed with the SEC on June 30,
     2000.

(b)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2000,  filed with the SEC on March 15,
     2001.

(c)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-66078),  filed with the SEC on July 27,
     2001.

(d)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2001, filed with the SEC on May 15, 2001.

(e)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2002, filed with the SEC on May 15, 2002.

(f)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2001,  filed with the SEC on March 29,
     2002.

(g)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form 8-A/A  (Registration No. 011-12079) filed with the SEC on September
     28, 2001.

Item 9.  Undertakings

     (1) The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration Statement:

          (a) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (b) to reflect in the prospectus any facts or events arising after the
     effective  date  of  this  Registration   Statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration Statement; and

          (c) to include any  material  information  with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs 1(a) and 1(b) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed or furnished by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

     (2) The undersigned  registrant  hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each  post-effective
amendment  described  under  paragraph (1),  above,  shall be deemed to be a new


                                      -4-
<PAGE>


registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  The   undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act 1933 and will be  governed  by the  final  adjudication  of such
issue.


                                      -5-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 16th day
of July, 2004.


                                       CALPINE CORPORATION


                                       By: /s/ Ann B. Curtis
                                           -------------------------------------
                                           Ann B. Curtis
                                           Executive Vice President,
                                           Vice Chairman and Corporate Secretary


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers  and  directors of Calpine  Corporation,  a
Delaware corporation,  do hereby constitute and appoint Peter Cartwright and Ann
B. Curtis and each of them,  the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them,  determine may
be necessary or advisable or required to enable said  corporation to comply with
the  Securities  Act of  1933,  as  amended,  and any  rules or  regulations  or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:

    Signature                           Title                          Date
    ---------                           -----                          ----

/s/ Peter Cartwright         Chairman, President, Chief            July 16, 2004
--------------------------   Executive Officer and Director
    Peter Cartwright         (Principal Executive Officer)


/s/ Ann B. Curtis            Executive Vice President,             July 16, 2004
--------------------------   Vice Chairman, Corporate Secretary
    Ann B. Curtis            and Director


                                      -6-
<PAGE>


/s/ Robert D. Kelly          Executive Vice President and          July 16, 2004
--------------------------   Chief Financial Officer
    Robert D. Kelly          (Principal Financial Officer)


/s/ Charles B. Clark, Jr.    Senior Vice President and             July 16, 2004
--------------------------   Corporate Controller
    Charles B. Clark, Jr.    (Principal Accounting Officer)


/s/ Kenneth T. Derr                      Director                  July 16, 2004
--------------------------
    Kenneth T. Derr


/s/ Jeffrey E. Garten                    Director                  July 16, 2004
--------------------------
    Jeffrey E. Garten


/s/ Gerald Greenwald                     Director                  July 16, 2004
--------------------------
    Gerald Greenwald


                                         Director
--------------------------
    Susan C. Schwab


/s/ George J. Stathakis                  Director                  July 16, 2004
--------------------------
    George J. Stathakis


/s/ Susan Wang                           Director                  July 16, 2004
--------------------------
    Susan Wang


                                         Director
--------------------------
    John O. Wilson


                                      -7-
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               CALPINE CORPORATION


                                      -8-
<PAGE>


 EXHIBIT
  NUMBER                            DESCRIPTION
 -------                            -----------
   *4.1   Amended  and  Restated   Certificate  of   Incorporation   of  Calpine
          Corporation (a)
   *4.2   Certificate of Correction of Calpine Corporation (b)
   *4.3   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation (c)
   +4.4   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation
   *4.5   Certificate of Designation of Series A  Participating  Preferred Stock
          of Calpine Corporation (b)
   *4.6   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (b)
   *4.7   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (c)
   *4.8   Certificate  of  Designation  of  Special  Voting  Preferred  Stock of
          Calpine Corporation (d)
   *4.9   Certificate  of Ownership and Merger Merging  Calpine  Natural Gas GP,
          Inc. into Calpine Corporation (e)
   *4.10  Certificate  of  Ownership  and Merger  Merging  Calpine  Natural  Gas
          Company into Calpine Corporation (e)
   *4.11  Amended and Restated By-laws of Calpine Corporation (f)
   *4.12  Amended and  Restated  Rights  Agreement,  dated as of  September  19,
          2001, between Calpine  Corporation and Equiserve Trust Company,  N.A.,
          as Rights Agent (g)
   +5.1   Opinion  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation
  +23.1   Consent  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation (included in Exhibit 5.1)
  +23.2   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.3   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.4   Consent   of   independent    registered   public   accounting   firm,
          Deloitte & Touche LLP
  +23.5   Consent  of  Netherland,   Sewell  &  Associates,   Inc.,  independent
          engineer
  +23.6   Consent  of  Gilbert  Laustsen  Jung  Associates,   Ltd.,  independent
          engineer
  +24.1   Power of Attorney of Officers  and  Directors  of Calpine  Corporation
          (set  forth on the  signature  pages of this  Registration  Statement)
----------

+     Filed herewith.

*     Incorporated by reference.

(a)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-40652),  filed with the SEC on June 30,
     2000.

(b)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2000,  filed with the SEC on March 15,
     2001.

(c)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-66078),  filed with the SEC on July 27,
     2001.


                                      -9-
<PAGE>


(d)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2001, filed with the SEC on May 15, 2001.

(e)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2002, filed with the SEC on May 15, 2002.

(f)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2001,  filed with the SEC on March 29,
     2002.

(g)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form 8-A/A  (Registration No. 011-12079) filed with the SEC on September
     28, 2001.


                                      -10-
[{"type": "S-8", "sequence": "1", "filename": "sip2004.txt", "secsgml_size_bytes": 28464}]
{"company-data": {"conformed-name": "CALPINE CORP", "cik": "0000916457", "assigned-sic": "4911", "irs-number": "770212977", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117461", "film-number": "04918995"}, "business-address": {"street1": "50 WEST SAN FERNANDO ST", "city": "SAN JOSE", "state": "CA", "zip": "95113", "phone": "4089955115"}, "mail-address": {"street1": "50 W SAN FERNANDO", "street2": "SUITE 500", "city": "SAN JOSE", "state": "CA", "zip": "95113"}}
As filed with the Securities and Exchange Commission on July 16, 2004
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               CALPINE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

             Delaware                                      77-0212977
   (State or Other Jurisdiction                (IRS Employer Identification No.)
of Incorporation or Organization)

50 West San Fernando Street, San Jose, California      95113
     (Address of principal executive offices)        (Zip Code)

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

                            1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                  Ann B. Curtis
         Executive Vice President, Vice Chairman and Corporate Secretary
                               Calpine Corporation
             50 West San Fernando Street, San Jose, California 95113
                                 (408) 995-5115
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
Title of Each Class of Securities         Amount to be       Offering Price          Aggregate             Amount of
to be Registered                          Registered(2)       per Share(3)       Offering Price(3)     Registration Fee
---------------------------------         -------------     ----------------     -----------------     ----------------
Common Stock, $.001 par value(1)......     21,000,000            $4.11            $86,310,000.00           $10,935.48
---------------
(1)  Includes certain preferred stock purchase rights (the "Rights")  associated
     with shares of the Common Stock issued pursuant to the Amended and Restated
     Rights Agreement,  dated as of September 19, 2001 (the "Rights Agreement"),
     between the registrant and Equiserve Trust Company,  N.A., as rights agent.
     Until the occurrence of certain events  specified in the Rights  Agreement,
     none of which have occurred, the Rights are not exercisable,  are evidenced
     by the  certificate  representing  the Common Stock and will be transferred
     along with and only with the Common Stock.
(2)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "1933 Act"),  this  Registration  Statement shall also cover any additional
     shares of Common Stock which become issuable under the 1996 Stock Incentive
     Plan by reason of any stock  dividend,  stock  split,  recapitalization  or
     other similar  transaction  effected  without the receipt of  consideration
     which  results in an  increase in the number of the  outstanding  shares of
     Common Stock of Calpine Corporation.
(3)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     1933 Act on the basis of the average of the high and low selling prices per
     share of Common  Stock on July 9, 2004,  as  reported by The New York Stock
     Exchange.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Calpine Corporation  ("Calpine") hereby incorporates by reference into this
Registration  Statement  the  following  documents  previously  filed  with  the
Securities  and  Exchange  Commission  (the "SEC")  pursuant  to the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

     o    The Annual Report on Form 10-K of Calpine for the year ended  December
          31, 2003, filed with the SEC on March 25, 2004;

     o    The  Quarterly  Report on Form 10-Q of Calpine for the  quarter  ended
          March 31, 2004, filed with the SEC on May 10, 2004;

     o    The  Current  Reports  on Form 8-K of  Calpine,  filed with the SEC on
          January 6, 2004,  January 9, 2004,  January 9, 2004, January 20, 2004,
          January  29,  2004,  February 3, 2004,  February 4, 2004,  February 9,
          2004,  February 24, 2004, February 24, 2004, March 10, 2004, March 12,
          2004,  March 16, 2004, March 23, 2004, April 19, 2004, April 28, 2004,
          May 27, 2004, June 9, 2004, June 15, 2004 and June 29, 2004;

     o    The  description of the shares of Common Stock  contained in Calpine's
          Registration  Statement  on Form 8-A,  dated  August 20,  1996,  filed
          pursuant  to Section 12 of the  Exchange  Act,  and any  amendment  or
          report   subsequently   filed  for  the  purpose  of   updating   that
          description; and

     o    The description of the preferred  stock purchase  rights  contained in
          Calpine's  Registration  Statement on Form 8-A,  filed with the SEC on
          June 18, 1997, as amended by Calpine's  Registration Statement on Form
          8-A/A, filed with the SEC on June 24, 1997, and Calpine's Registration
          Statement  on Form 8-A/A,  filed with the SEC on  September  28, 2001,
          pursuant  to  Section  12 of the  Exchange  Act,  and  any  additional
          amendment  or report  subsequently  filed for the  purpose of updating
          that description.

     All  documents  filed by Calpine  Corporation  pursuant  to Section  13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement and prior to the filing of a  post-effective  amendment that indicates
that all  securities  offered  hereby  have  been sold or that  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any subsequently filed document that also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

     The consolidated  financial  statements  incorporated in this  Registration
Statement by reference to the Annual Report on Form 10-K of the  Registrant  for
the year ended  December 31, 2003 have been so  incorporated  in reliance on the
report  of   PricewaterhouseCoopers   LLP,  an  independent   registered  public
accounting  firm, given on the authority of said firm as experts in auditing and
accounting.
Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the General  Corporation  Law of the State of Delaware  (the
"Delaware  Law")  empowers a Delaware  corporation  to indemnify any persons who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed  legal  action,   suit  or  proceedings,   whether  civil,   criminal,
administrative  or  investigative  (other than action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably  believed to be in or
not opposed to the corporation's best interests,  and, for criminal proceedings,
had no  reasonable  cause to  believe  his  conduct  was  unlawful.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.

     In accordance  with  Delaware  Law, the  certificate  of  incorporation  of
Calpine contains a provision to limit the personal liability of the directors of
Calpine for violations of their fiduciary  duty. This provision  eliminates each
director's  liability to Calpine or its stockholders for monetary damages except
(i) for  any  breach  of the  director's  duty  of  loyalty  to  Calpine  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Law providing  for  liability of directors for unlawful  payment of
dividends  or  unlawful  stock  purchases  or  redemptions,   or  (iv)  for  any
transaction  from which a director  derived an improper  personal  benefit.  The
effect of this provision is to eliminate the personal liability of directors for
monetary damages for actions involving a breach of their fiduciary duty of care,
including any such actions involving gross negligence.

     Article  Ten  of  Calpine's  bylaws  provides  for  indemnification  of the
officers and directors of Calpine to the fullest extent  permitted by applicable
law.

     Calpine has entered into indemnification  agreements with its directors and
officers.  These agreements provide  substantially broader indemnity rights than
those provided under the Delaware Law and Calpine's bylaws. The  indemnification
agreements are not intended to deny or otherwise limit third-party or derivative
suits against Calpine or its directors or officers, but if a director or officer
were entitled to indemnity or contribution under the indemnification  agreement,
the  financial  burden of a  third-party  suit  would be borne by  Calpine,  and
Calpine  would not benefit from  derivative  recoveries  against the director or
officer.  Such  recoveries  would  accrue to the benefit of Calpine but would be
offset  by  Calpine's   obligations   to  the  director  or  officer  under  the
indemnification  agreement.  In addition,  the  directors of Calpine are insured
under officers and directors liability insurance policies.

                                      -2-
Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     In addition to the exhibits listed in Calpine's  Registration  Statement on
Form S-8/A, filed with the SEC on May 5, 2000, the following additional exhibits
are filed herewith or incorporated by reference herein:

 EXHIBIT
  NUMBER                            DESCRIPTION
 -------                            -----------
   *4.1   Amended  and  Restated   Certificate  of   Incorporation   of  Calpine
          Corporation (a)
   *4.2   Certificate of Correction of Calpine Corporation (b)
   *4.3   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation (c)
   +4.4   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation
   *4.5   Certificate of Designation of Series A  Participating  Preferred Stock
          of Calpine Corporation (b)
   *4.6   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (b)
   *4.7   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (c)
   *4.8   Certificate  of  Designation  of  Special  Voting  Preferred  Stock of
          Calpine Corporation (d)
   *4.9   Certificate  of Ownership and Merger Merging  Calpine  Natural Gas GP,
          Inc. into Calpine Corporation (e)
   *4.10  Certificate  of  Ownership  and Merger  Merging  Calpine  Natural  Gas
          Company into Calpine Corporation (e)
   *4.11  Amended and Restated By-laws of Calpine Corporation (f)
   *4.12  Amended and  Restated  Rights  Agreement,  dated as of  September  19,
          2001, between Calpine  Corporation and Equiserve Trust Company,  N.A.,
          as Rights Agent (g)
   +5.1   Opinion  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation
  +23.1   Consent  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation (included in Exhibit 5.1)
  +23.2   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.3   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.4   Consent   of   independent    registered   public   accounting   firm,
          Deloitte & Touche LLP
  +23.5   Consent  of  Netherland,   Sewell  &  Associates,   Inc.,  independent
          engineer
  +23.6   Consent  of  Gilbert  Laustsen  Jung  Associates,   Ltd.,  independent
          engineer
  +24.1   Power of Attorney of Officers  and  Directors  of Calpine  Corporation
          (set  forth on the  signature  pages of this  Registration  Statement)
----------

                                      -3-
+     Filed herewith.

*     Incorporated by reference.

(a)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-40652),  filed with the SEC on June 30,
     2000.

(b)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2000,  filed with the SEC on March 15,
     2001.

(c)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-66078),  filed with the SEC on July 27,
     2001.

(d)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2001, filed with the SEC on May 15, 2001.

(e)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2002, filed with the SEC on May 15, 2002.

(f)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2001,  filed with the SEC on March 29,
     2002.

(g)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form 8-A/A  (Registration No. 011-12079) filed with the SEC on September
     28, 2001.

Item 9.  Undertakings

     (1) The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
Registration Statement:

          (a) to include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (b) to reflect in the prospectus any facts or events arising after the
     effective  date  of  this  Registration   Statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     Registration Statement; and

          (c) to include any  material  information  with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs 1(a) and 1(b) do not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed or furnished by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

     (2) The undersigned  registrant  hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each  post-effective
amendment  described  under  paragraph (1),  above,  shall be deemed to be a new

                                      -4-
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  The   undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act 1933 and will be  governed  by the  final  adjudication  of such
issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 16th day
of July, 2004.

                                       CALPINE CORPORATION

                                       By: /s/ Ann B. Curtis
                                           -------------------------------------
                                           Ann B. Curtis
                                           Executive Vice President,
                                           Vice Chairman and Corporate Secretary

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the  undersigned  officers  and  directors of Calpine  Corporation,  a
Delaware corporation,  do hereby constitute and appoint Peter Cartwright and Ann
B. Curtis and each of them,  the lawful  attorneys-in-fact  and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them,  determine may
be necessary or advisable or required to enable said  corporation to comply with
the  Securities  Act of  1933,  as  amended,  and any  rules or  regulations  or
requirements  of the Securities and Exchange  Commission in connection with this
Registration  Statement.  Without limiting the generality of the foregoing power
and authority,  the powers  granted  include the power and authority to sign the
names of the  undersigned  officers and  directors in the  capacities  indicated
below  to  this  Registration  Statement,  to  any  and  all  amendments,   both
pre-effective   and   post-effective,   and  supplements  to  this  Registration
Statement,  and to any and all  instruments or documents  filed as part of or in
conjunction  with this  Registration  Statement  or  amendments  or  supplements
thereof,  and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated:

    Signature                           Title                          Date
    ---------                           -----                          ----

/s/ Peter Cartwright         Chairman, President, Chief            July 16, 2004
--------------------------   Executive Officer and Director
    Peter Cartwright         (Principal Executive Officer)

/s/ Ann B. Curtis            Executive Vice President,             July 16, 2004
--------------------------   Vice Chairman, Corporate Secretary
    Ann B. Curtis            and Director

                                      -6-
/s/ Robert D. Kelly          Executive Vice President and          July 16, 2004
--------------------------   Chief Financial Officer
    Robert D. Kelly          (Principal Financial Officer)

/s/ Charles B. Clark, Jr.    Senior Vice President and             July 16, 2004
--------------------------   Corporate Controller
    Charles B. Clark, Jr.    (Principal Accounting Officer)

/s/ Kenneth T. Derr                      Director                  July 16, 2004
--------------------------
    Kenneth T. Derr

/s/ Jeffrey E. Garten                    Director                  July 16, 2004
--------------------------
    Jeffrey E. Garten

/s/ Gerald Greenwald                     Director                  July 16, 2004
--------------------------
    Gerald Greenwald

                                         Director
--------------------------
    Susan C. Schwab

/s/ George J. Stathakis                  Director                  July 16, 2004
--------------------------
    George J. Stathakis

/s/ Susan Wang                           Director                  July 16, 2004
--------------------------
    Susan Wang

                                         Director
--------------------------
    John O. Wilson

                                      -7-
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CALPINE CORPORATION

                                      -8-
EXHIBIT
  NUMBER                            DESCRIPTION
 -------                            -----------
   *4.1   Amended  and  Restated   Certificate  of   Incorporation   of  Calpine
          Corporation (a)
   *4.2   Certificate of Correction of Calpine Corporation (b)
   *4.3   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation (c)
   +4.4   Certificate  of  Amendment  of Amended  and  Restated  Certificate  of
          Incorporation of Calpine Corporation
   *4.5   Certificate of Designation of Series A  Participating  Preferred Stock
          of Calpine Corporation (b)
   *4.6   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (b)
   *4.7   Amended Certificate of Designation of Series A Participating Preferred
          Stock of Calpine Corporation (c)
   *4.8   Certificate  of  Designation  of  Special  Voting  Preferred  Stock of
          Calpine Corporation (d)
   *4.9   Certificate  of Ownership and Merger Merging  Calpine  Natural Gas GP,
          Inc. into Calpine Corporation (e)
   *4.10  Certificate  of  Ownership  and Merger  Merging  Calpine  Natural  Gas
          Company into Calpine Corporation (e)
   *4.11  Amended and Restated By-laws of Calpine Corporation (f)
   *4.12  Amended and  Restated  Rights  Agreement,  dated as of  September  19,
          2001, between Calpine  Corporation and Equiserve Trust Company,  N.A.,
          as Rights Agent (g)
   +5.1   Opinion  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation
  +23.1   Consent  of  Lisa  M.   Bodensteiner,   General   Counsel  of  Calpine
          Corporation (included in Exhibit 5.1)
  +23.2   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.3   Consent   of   independent    registered   public   accounting   firm,
          PricewaterhouseCoopers LLP
  +23.4   Consent   of   independent    registered   public   accounting   firm,
          Deloitte & Touche LLP
  +23.5   Consent  of  Netherland,   Sewell  &  Associates,   Inc.,  independent
          engineer
  +23.6   Consent  of  Gilbert  Laustsen  Jung  Associates,   Ltd.,  independent
          engineer
  +24.1   Power of Attorney of Officers  and  Directors  of Calpine  Corporation
          (set  forth on the  signature  pages of this  Registration  Statement)
----------

+     Filed herewith.

*     Incorporated by reference.

(a)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-40652),  filed with the SEC on June 30,
     2000.

(b)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2000,  filed with the SEC on March 15,
     2001.

(c)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form S-3  (Registration No.  333-66078),  filed with the SEC on July 27,
     2001.

                                      -9-
(d)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2001, filed with the SEC on May 15, 2001.

(e)  Incorporated by reference to Calpine Corporation's Quarterly Report on Form
     10-Q dated March 31, 2002, filed with the SEC on May 15, 2002.

(f)  Incorporated  by reference to Calpine  Corporation's  Annual Report on Form
     10-K for the year ended December 31, 2001,  filed with the SEC on March 29,
     2002.

(g)  Incorporated by reference to Calpine Corporation's  Registration  Statement
     on Form 8-A/A  (Registration No. 011-12079) filed with the SEC on September
     28, 2001.

                                      -10-