As filed with the Securities and Exchange Commission on April 4, 2000
                              Registration No. 333-


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

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

                               CALPINE CORPORATION
             (Exact name of Corporation as specified in its charter)

 DELAWARE                                                            77-02112977
(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)

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                  ANN B. CURTIS
              EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                               CORPORATE SECRETARY
                               CALPINE CORPORATION
             50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113
                     (Name and address of agent for service)
                                 (408) 995-5115
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>

<S>
                                   Proposed          Proposed
Title of                           Maximum           Maximum    Amount
Securities        Amount           Offering          Aggregate  of
to be             to be            Price             Offering   Registration
Registered        Registered (1)   per Share (2)     Price (2)  Fee
------------      ---------------- ---------------- ----------- ----------------
                   <C>                  <C>             <C>             <C>

Common Stock,     750,000 shares   $83.3125         $62,484,375    $16,496
par value $.001
per share (3)

(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 March 28,  2000,  as  reported  by the New York  Stock
         Exchange.

(3)      Pursuant to Rule 416(c) under the 1933 Act, this Registration Statement
         also registers an indeterminate  amount of  participation  interests in
         the Calpine Retirement Savings Plan.

</TABLE>



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

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

                           (d)      The  Annual  Report  of  Form  11-K  of  the
                                    Calpine Corporation  Retirement Savings Plan
                                    (the  "Plan")  for  the  fiscal  year  ended
                                    December 31, 1998, filed with the Commission
                                    on the date of this Form S-8.

                  All documents filed by the Corporation or by the Plan pursuant
to Section  13(a),  13(c),  14 or 15(d) of the 1934 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  limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a 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  Corporation's  Bylaws  provide  that the  Corporation  is
required to  indemnify  its  directors,  and that the Board of  Directors in its


                                       2
<PAGE>

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.


                                       3
<PAGE>

Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.

(a)      Number   Exhibit

          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  Corporation's  Registration  Statement on
     Form S-1 (Registration Statement No. 33-73160).

          23.1 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

                  No opinion of counsel as to the  legality of the Common  Stock
being registered is included in this Registration  Statement because no original
issue shares will be offered and sold under the Plan.

                  The Corporation has obtained from the Internal Revenue Service
a  determination  letter  that the Plan is  qualified  under  Section 401 of the
Internal Revenue Code of 1986, as amended,  and hereby  undertakes to submit any
amendments  to the Plan to the IRS in a timely  manner  and to make any  changes
required by the IRS to maintain the qualification of the Plan under Section 401.

Item 9.  Undertakings.

                  A. The undersigned registrants hereby undertake:  (1) to file,
during  any period in which  offers or sales are being  made,  a  post-effective
amendment to this Registration  Statement (i) to include any prospectus required
by Section  10(a)(3) of the 1933 Act,(ii) 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 (iii)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 clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic  reports  filed by a registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into this  Registration  Statement;  (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective  amendment 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; and (3) 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.

                  B. The  undersigned  registrants  hereby  undertake  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
1934 Act (where  applicable,  each filing of an employee  benefit  plan's annual
report  pursuant  to  section  15(d) of the 1934  Act) that is  incorporated  by
reference  into  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.

                                       4
<PAGE>


                  C. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers, or controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrants  have 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 a registrant of expenses incurred or
paid by a  director,  officer,  or  controlling  person of a  registrant  in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director,  officer  registrant,  or  controlling  person in connection  with the
securities being  registered,  a 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.


                                       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
4th day of April, 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         April 4, 2000
--------------------    and Chairman of the Board
Peter Cartwright        (Principal Executive Officer)




/s/ Ann B. Curtis       Executive Vice President,                  April 4, 2000
-----------------       Chief Financial Officer, and
Ann B. Curtis           Corporate Secretary and Director
                        (Principal Financial Officer
                        and Principal Accounting Officer)



      *                 Director                                   April 4, 2000
-------------------
Susan C. Schwab



      *                 Director                                   April 4, 2000
-------------------
George J. Stathakis



      *                 Director                                   April 4, 2000
-------------------
Jeffrey E. Garten



      *                 Director                                   April 4, 2000
-------------------
John O. Wilson



      *                 Director                                   April 4, 2000
-------------------
V. Orville Wright


                                       6
<PAGE>

*By Power of Attorney

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  the  undersigned  has duly caused this  Registration  Statement  to be
signed Calpine Corporation  Retirement Savings Plan,  thereunto duly authorized,
in the City of San Jose, State of California, on the 4th day of April, 2000.


                                            CALPINE CORPORATION
                                            RETIREMENT SAVINGS PLAN


                                            By:   /s/ Peter Cartwright
                                                  -------------------
                                                  Peter Cartwright
                                                  Chairman of the Board

                                       7
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{"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": "333-34002", "film-number": "593446"}, "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 April 4, 2000
                              Registration No. 333-

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

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

                               CALPINE CORPORATION
             (Exact name of Corporation as specified in its charter)

 DELAWARE                                                            77-02112977
(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)

                   CALPINE CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                  ANN B. CURTIS
              EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
                               CORPORATE SECRETARY
                               CALPINE CORPORATION
             50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113
                     (Name and address of agent for service)
                                 (408) 995-5115
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed          Proposed
Title of                           Maximum           Maximum    Amount
Securities        Amount           Offering          Aggregate  of
to be             to be            Price             Offering   Registration
Registered        Registered (1)   per Share (2)     Price (2)  Fee
------------      ---------------- ---------------- ----------- ----------------
Common Stock,     750,000 shares   $83.3125         $62,484,375    $16,496
par value $.001
per share (3)

(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 March 28,  2000,  as  reported  by the New York  Stock
         Exchange.

(3)      Pursuant to Rule 416(c) under the 1933 Act, this Registration Statement
         also registers an indeterminate  amount of  participation  interests in
         the Calpine Retirement Savings Plan.
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  Current  Reports on Form
                                    8-K as filed with the Commission on February
                                    9, 2000 (two  reports),  March 30,  2000 and
                                    April 3, 2000.

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

                           (d)      The  Annual  Report  of  Form  11-K  of  the
                                    Calpine Corporation  Retirement Savings Plan
                                    (the  "Plan")  for  the  fiscal  year  ended
                                    December 31, 1998, filed with the Commission
                                    on the date of this Form S-8.

                  All documents filed by the Corporation or by the Plan pursuant
to Section  13(a),  13(c),  14 or 15(d) of the 1934 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  limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a director of a 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  Corporation's  Bylaws  provide  that the  Corporation  is
required to  indemnify  its  directors,  and that the Board of  Directors in its

                                       2
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.

                                       3
Item 7.           Exemption from Registration Claimed.

                  Not Applicable.

Item 8.           Exhibits.

(a)      Number   Exhibit

          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  Corporation's  Registration  Statement on
     Form S-1 (Registration Statement No. 33-73160).

          23.1 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

                  No opinion of counsel as to the  legality of the Common  Stock
being registered is included in this Registration  Statement because no original
issue shares will be offered and sold under the Plan.

                  The Corporation has obtained from the Internal Revenue Service
a  determination  letter  that the Plan is  qualified  under  Section 401 of the
Internal Revenue Code of 1986, as amended,  and hereby  undertakes to submit any
amendments  to the Plan to the IRS in a timely  manner  and to make any  changes
required by the IRS to maintain the qualification of the Plan under Section 401.

Item 9.  Undertakings.

                  A. The undersigned registrants hereby undertake:  (1) to file,
during  any period in which  offers or sales are being  made,  a  post-effective
amendment to this Registration  Statement (i) to include any prospectus required
by Section  10(a)(3) of the 1933 Act,(ii) 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 (iii)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 clauses (1)(i) and (1)(ii) shall not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic  reports  filed by a registrant  pursuant to
Section 13 or Section 15(d) of the 1934 Act that are  incorporated  by reference
into this  Registration  Statement;  (2) that for the purpose of determining any
liability under the 1933 Act each such post-effective  amendment 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; and (3) 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.

                  B. The  undersigned  registrants  hereby  undertake  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
1934 Act (where  applicable,  each filing of an employee  benefit  plan's annual
report  pursuant  to  section  15(d) of the 1934  Act) that is  incorporated  by
reference  into  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.

                                       4
C. Insofar as  indemnification  for liabilities  arising under
the 1933 Act may be permitted to directors,  officers, or controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrants  have 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 a registrant of expenses incurred or
paid by a  director,  officer,  or  controlling  person of a  registrant  in the
successful  defense of any  action,  suit,  or  proceeding)  is asserted by such
director,  officer  registrant,  or  controlling  person in connection  with the
securities being  registered,  a 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.

                                       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
4th day of April, 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         April 4, 2000
--------------------    and Chairman of the Board
Peter Cartwright        (Principal Executive Officer)

/s/ Ann B. Curtis       Executive Vice President,                  April 4, 2000
-----------------       Chief Financial Officer, and
Ann B. Curtis           Corporate Secretary and Director
                        (Principal Financial Officer
                        and Principal Accounting Officer)

      *                 Director                                   April 4, 2000
-------------------
Susan C. Schwab

      *                 Director                                   April 4, 2000
-------------------
George J. Stathakis

      *                 Director                                   April 4, 2000
-------------------
Jeffrey E. Garten

      *                 Director                                   April 4, 2000
-------------------
John O. Wilson

      *                 Director                                   April 4, 2000
-------------------
V. Orville Wright

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*By Power of Attorney

                  Pursuant to the requirements of the Securities Act of 1933, as
amended,  the  undersigned  has duly caused this  Registration  Statement  to be
signed Calpine Corporation  Retirement Savings Plan,  thereunto duly authorized,
in the City of San Jose, State of California, on the 4th day of April, 2000.

                                            CALPINE CORPORATION
                                            RETIREMENT SAVINGS PLAN

                                            By:   /s/ Peter Cartwright
                                                  -------------------
                                                  Peter Cartwright
                                                  Chairman of the Board

                                       7