As filed with the Securities and Exchange Commission on May 18, 2000
                                                    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 of      (IRS employer identification
        incorporation or organization)       number)

                           50 West San Fernando Street
                           San Jose, California 95113
   (Address, including zip code, of registrant's principal executive offices)
                                   -----------

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (full title of plan)
                  --------------------------------------------

                                  ANN B. CURTIS
    Executive Vice President, Chief Financial Officer and Corporate Secretary
                               Calpine Corporation
                           50 West San Fernando Street
                           San Jose, California 95113
                                 (408) 995-5115
(Name, address and telephone number, including area code, of agent for service)

                                  ------------
                                  With copy to:

                            D. Michael Lefever, Esq.
                               Covington & Burling
                         1201 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20004
                                 (202) 662-6000
                                  ------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title Of Each                Proposed       Proposed
  Class Of                    Maximum        Maximum
 Securities      Amount      Offering       Aggregate        Amount of
   To Be          To Be      Price Per      Offering        Registration
Registered     Registered      Share          Price             Fee
-------------  ----------    ---------      ---------       ------------
<S>             <C>          <C>            <C>            <C>

Common Stock,   1,000,000    $104.7188 (2)  $104,718,750      $27,646
$.001 par       shares(1)
value.......
</TABLE>

(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "1933  Act"),  the number of shares of Common  Stock  registered  hereby is
     subject to adjustment to prevent  dilution by reason of any stock dividend,
     stock split,  recapitalization or other similar transaction that results in
     an  increase  in the number of the  outstanding  shares of Common  Stock of
     Calpine Corporation.

(2)  Calculated in  accordance  with Rule 457(h) under the 1933 Act on the basis
     of the average of the high and low sales  prices per share of Common  Stock
     on May 11, 2000, as reported by the New York Stock Exchange.

================================================================================
                                        1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Calpine  Corporation (the  "Corporation")  hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999, filed with the Commission on February 29, 2000.

     (b)  The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2000, as filed with the Commission on May 15, 2000.

     (c)  The  Corporation's  Current  Reports  on Form  8-K as  filed  with the
          Commission  on February 9, 2000 (two  reports),  March 30,  2000,  and
          April 3, 2000.

     (d)  The  description  of the Common Stock  contained in the  Corporation's
          Registration  Statement  on Form 8-A,  filed  with the  Commission  on
          August 20, 1996, pursuant to Section 12 of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act").

     All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  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 which 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.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Corporation's  Certificate  of  Incorporation,   consistent  with  the
provisions of the Delaware General  Corporation Law, provides that a director of
the Corporation will not be personally liable for monetary damages for breach of
such  individual's  fiduciary  duties as a director except for liability (i) for
any  breach  of  such  director's  duty of  loyalty  to the  corporation  or its
stockholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174 of the  Delaware  General  Corporation  Law,  or  (iv)  for any
transaction  from which a director  derives an improper  personal  benefit.  The
Certificate of  Incorporation  further  provides  that, if the Delaware  General
Corporation Law is amended to reduce further the liability of a corporation's

                                        2

<PAGE>

directors  for breaches of fiduciary  duty,  then a director of the  Corporation
shall not be liable for any such breach to the fullest  extent  permitted by the
law as so amended.

     The  Corporation's  Bylaws  provide  that the  Corporation  is  required to
indemnify its  directors,  and that the Board of Directors in its discretion has
the power on behalf of the Corporation to indemnify the officers,  employees and
other agents of the  Corporation,  in each case to the full extent  permitted by
law. The Corporation  believes that  indemnification  under its Bylaws covers at
least  negligence and gross  negligence on the part of an indemnified  party and
permits the Corporation to advance expenses  incurred by an indemnified party in
connection  with the  defense of any action or  proceeding  arising  out of such
party's status or service as a director, officer, employee or other agent of the
Corporation  upon an  undertaking  by such party to repay such advances if it is
ultimately determined that such party is not entitled to indemnification.

     The Corporation has entered into separate  indemnification  agreements with
each of its directors and officers.  These  agreements  require the Corporation,
among other  things,  to indemnify  such  director or officer  against  expenses
(including  attorneys' fees),  judgments,  fines and settlements  (collectively,
"Liabilities")  paid by such individual in connection  with any action,  suit or
proceeding  arising out of such individual's  status or service as a director or
officer  of  the  Corporation  (other  than  Liabilities  arising  from  willful
misconduct or conduct that is knowingly  fraudulent or  deliberately  dishonest)
and to advance  expenses  incurred by such  individual  in  connection  with any
proceeding  against such individual with respect to which such individual may be
entitled to  indemnification by the Corporation.  The Corporation  believes that
its  Certificate  of  Incorporation  and Bylaw  provisions  and  indemnification
agreements  are necessary to attract and retain  qualified  persons as directors
and officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
<TABLE>
<CAPTION>

Exhibit
Number        Description
-------       -----------
<S>           <C>

4.1            The Amended and  Restated  Certificate  of  Incorporation  of the
               Corporation  is  incorporated  by reference to the  Corporation's
               Registration  Statement on Form S-1  (Registration  Statement No.
               33-73160).

4.2            The  Amended  and  Restated   Bylaws  of  the   Corporation   are
               incorporated   by  reference  to  the  5.1  Opinion  of  Lisa  M.
               Bodensteiner,  General  Counsel  of  the  Corporation,  regarding
               validity of

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney of Susan C. Schwab

24.2           Power of Attorney of George J. Stathakis

24.3           Power of Attorney of Jeffrey E. Garten

24.4           Power of Attorney of John O. Wilson

24.5           Power of Attorney of V. Orville Wright
</TABLE>

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 1933
     Act;
                                       3

<PAGE>
          (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  by the  registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act 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 , as amended (the
"1933  Act"),  each such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  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 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
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 1933 Act
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 Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                        4

<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 18th day
of May, 2000.

                                    Calpine Corporation

                                    By:/s/ Peter Cartwright
                                      ---------------------
                                           Peter Cartwright

                                       President, Chief Executive Officer, and
                                       Chairman of the Board

     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   President, Chief Executive Officer and       May 18, 2000
--------------------   Chairman of the Board (Principal
    Peter Cartwright   Executive Officer)


/s/ Ann B.Curtis       Executive Vice President, Chief Financial    May 18, 2000
--------------------   Officer, and Corporate Secretary and
    Ann B. Curtis      Director (Principal Officer and
                       Principal Accounting Officer)

           *
        ----------------
           Susan B. Schwab                      Director            May 18, 2000

           *
        ----------------
           George J. Stathakis                  Director            May 18, 2000

           *
        ----------------
           Jeffrey E. Garten                    Director            May 18, 2000

           *
        ----------------
           John O. Wilson                       Director            May 18, 2000

           *
        ----------------
           V. Orville Wright                    Director            May 18, 2000


*By Power of Attorney

/s/ Ann B. Curtis
-----------------
    Ann B. Curtis

                                        5

<PAGE>

                                  Exhibit Index

<TABLE>
<CAPTION>

Exhibit
Number         Description
-------        -----------

<S>           <C>
4.1            The Amended and  Restated  Certificate  of  Incorporation  of the
               Corporation  is  incorporated  by reference to the  Corporation's
               Registration  Statement on Form S-1  (Registration  Statement No.
               33-73160).

4.2            The  Amended  and  Restated   Bylaws  of  the   Corporation   are
               incorporated   by  reference  to  the  5.1  Opinion  of  Lisa  M.
               Bodensteiner,  General  Counsel  of  the  Corporation,  regarding
               validity of Common Stock.

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney of Susan C. Schwab

24.2           Power of Attorney of George J. Stathakis

24.3           Power of Attorney of Jeffrey E. Garten

24.4           Power of Attorney of John O. Wilson

24.5           Power of Attorney of V. Orville Wright

</TABLE>

                                        6
[{"type": "S-8", "sequence": "1", "description": "CALPINE CORP. FORM S-8", "secsgml_size_bytes": 17437}]
{"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": "333-37366", "film-number": "639778"}, "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 May 18, 2000
                                                    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 of      (IRS employer identification
        incorporation or organization)       number)

                           50 West San Fernando Street
                           San Jose, California 95113
   (Address, including zip code, of registrant's principal executive offices)
                                   -----------

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (full title of plan)
                  --------------------------------------------

                                  ANN B. CURTIS
    Executive Vice President, Chief Financial Officer and Corporate Secretary
                               Calpine Corporation
                           50 West San Fernando Street
                           San Jose, California 95113
                                 (408) 995-5115
(Name, address and telephone number, including area code, of agent for service)

                                  ------------
                                  With copy to:

                            D. Michael Lefever, Esq.
                               Covington & Burling
                         1201 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20004
                                 (202) 662-6000
                                  ------------

                         CALCULATION OF REGISTRATION FEE
Title Of Each                Proposed       Proposed
  Class Of                    Maximum        Maximum
 Securities      Amount      Offering       Aggregate        Amount of
   To Be          To Be      Price Per      Offering        Registration
Registered     Registered      Share          Price             Fee
-------------  ----------    ---------      ---------       ------------
Common Stock,   1,000,000    $104.7188 (2)  $104,718,750      $27,646
$.001 par       shares(1)
value.......
(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "1933  Act"),  the number of shares of Common  Stock  registered  hereby is
     subject to adjustment to prevent  dilution by reason of any stock dividend,
     stock split,  recapitalization or other similar transaction that results in
     an  increase  in the number of the  outstanding  shares of Common  Stock of
     Calpine Corporation.

(2)  Calculated in  accordance  with Rule 457(h) under the 1933 Act on the basis
     of the average of the high and low sales  prices per share of Common  Stock
     on May 11, 2000, as reported by the New York Stock Exchange.

================================================================================
                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Calpine  Corporation (the  "Corporation")  hereby incorporates by reference
into this Registration  Statement the following documents  previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Corporation's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999, filed with the Commission on February 29, 2000.

     (b)  The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
          ended March 31, 2000, as filed with the Commission on May 15, 2000.

     (c)  The  Corporation's  Current  Reports  on Form  8-K as  filed  with the
          Commission  on February 9, 2000 (two  reports),  March 30,  2000,  and
          April 3, 2000.

     (d)  The  description  of the Common Stock  contained in the  Corporation's
          Registration  Statement  on Form 8-A,  filed  with the  Commission  on
          August 20, 1996, pursuant to Section 12 of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act").

     All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this  Registration  Statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  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 which 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.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Corporation's  Certificate  of  Incorporation,   consistent  with  the
provisions of the Delaware General  Corporation Law, provides that a director of
the Corporation will not be personally liable for monetary damages for breach of
such  individual's  fiduciary  duties as a director except for liability (i) for
any  breach  of  such  director's  duty of  loyalty  to the  corporation  or its
stockholders,  (ii)  for acts or  omissions  not in good  faith or that  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174 of the  Delaware  General  Corporation  Law,  or  (iv)  for any
transaction  from which a director  derives an improper  personal  benefit.  The
Certificate of  Incorporation  further  provides  that, if the Delaware  General
Corporation Law is amended to reduce further the liability of a corporation's

                                        2
directors  for breaches of fiduciary  duty,  then a director of the  Corporation
shall not be liable for any such breach to the fullest  extent  permitted by the
law as so amended.

     The  Corporation's  Bylaws  provide  that the  Corporation  is  required to
indemnify its  directors,  and that the Board of Directors in its discretion has
the power on behalf of the Corporation to indemnify the officers,  employees and
other agents of the  Corporation,  in each case to the full extent  permitted by
law. The Corporation  believes that  indemnification  under its Bylaws covers at
least  negligence and gross  negligence on the part of an indemnified  party and
permits the Corporation to advance expenses  incurred by an indemnified party in
connection  with the  defense of any action or  proceeding  arising  out of such
party's status or service as a director, officer, employee or other agent of the
Corporation  upon an  undertaking  by such party to repay such advances if it is
ultimately determined that such party is not entitled to indemnification.

     The Corporation has entered into separate  indemnification  agreements with
each of its directors and officers.  These  agreements  require the Corporation,
among other  things,  to indemnify  such  director or officer  against  expenses
(including  attorneys' fees),  judgments,  fines and settlements  (collectively,
"Liabilities")  paid by such individual in connection  with any action,  suit or
proceeding  arising out of such individual's  status or service as a director or
officer  of  the  Corporation  (other  than  Liabilities  arising  from  willful
misconduct or conduct that is knowingly  fraudulent or  deliberately  dishonest)
and to advance  expenses  incurred by such  individual  in  connection  with any
proceeding  against such individual with respect to which such individual may be
entitled to  indemnification by the Corporation.  The Corporation  believes that
its  Certificate  of  Incorporation  and Bylaw  provisions  and  indemnification
agreements  are necessary to attract and retain  qualified  persons as directors
and officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
Exhibit
Number        Description
-------       -----------
4.1            The Amended and  Restated  Certificate  of  Incorporation  of the
               Corporation  is  incorporated  by reference to the  Corporation's
               Registration  Statement on Form S-1  (Registration  Statement No.
               33-73160).

4.2            The  Amended  and  Restated   Bylaws  of  the   Corporation   are
               incorporated   by  reference  to  the  5.1  Opinion  of  Lisa  M.
               Bodensteiner,  General  Counsel  of  the  Corporation,  regarding
               validity of

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney of Susan C. Schwab

24.2           Power of Attorney of George J. Stathakis

24.3           Power of Attorney of Jeffrey E. Garten

24.4           Power of Attorney of John O. Wilson

24.5           Power of Attorney of V. Orville Wright
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 1933
     Act;
                                       3
(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  by the  registrant
     pursuant  to  Section  13 or  Section  15(d) of the  Exchange  Act 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 , as amended (the
"1933  Act"),  each such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  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 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
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 1933 Act
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 Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                        4
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 18th day
of May, 2000.

                                    Calpine Corporation

                                    By:/s/ Peter Cartwright
                                      ---------------------
                                           Peter Cartwright

                                       President, Chief Executive Officer, and
                                       Chairman of the Board

     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   President, Chief Executive Officer and       May 18, 2000
--------------------   Chairman of the Board (Principal
    Peter Cartwright   Executive Officer)

/s/ Ann B.Curtis       Executive Vice President, Chief Financial    May 18, 2000
--------------------   Officer, and Corporate Secretary and
    Ann B. Curtis      Director (Principal Officer and
                       Principal Accounting Officer)

           *
        ----------------
           Susan B. Schwab                      Director            May 18, 2000

           *
        ----------------
           George J. Stathakis                  Director            May 18, 2000

           *
        ----------------
           Jeffrey E. Garten                    Director            May 18, 2000

           *
        ----------------
           John O. Wilson                       Director            May 18, 2000

           *
        ----------------
           V. Orville Wright                    Director            May 18, 2000

*By Power of Attorney

/s/ Ann B. Curtis
-----------------
    Ann B. Curtis

                                        5
Exhibit Index
Exhibit
Number         Description
-------        -----------
4.1            The Amended and  Restated  Certificate  of  Incorporation  of the
               Corporation  is  incorporated  by reference to the  Corporation's
               Registration  Statement on Form S-1  (Registration  Statement No.
               33-73160).

4.2            The  Amended  and  Restated   Bylaws  of  the   Corporation   are
               incorporated   by  reference  to  the  5.1  Opinion  of  Lisa  M.
               Bodensteiner,  General  Counsel  of  the  Corporation,  regarding
               validity of Common Stock.

23.2           Consent of Arthur Andersen LLP

24.1           Power of Attorney of Susan C. Schwab

24.2           Power of Attorney of George J. Stathakis

24.3           Power of Attorney of Jeffrey E. Garten

24.4           Power of Attorney of John O. Wilson

24.5           Power of Attorney of V. Orville Wright
6