As filed with the Securities and Exchange Commission on July 1, 2003
                                                    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 number)
of incorporation or organization)

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

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                  ------------

                                Peter Cartwright
                 Chairman, President And Chief Executive Officer
                               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)....        8,000,000           $6.25             $50,000,000            $4,045
---------------
</TABLE>

(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"), the number of shares registered by this Registration Statement
     shall  also  cover  any  additional  shares of Common  Stock  which  become
     issuable under the 2000 Employee Stock Purchase 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 in accordance  with Rule 457(h) under the 1933 Act, based on the
     average of the high and low  selling  prices  per share of Common  Stock on
     June 24, 2003, 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  ("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, 2002, filed with the SEC on March 31, 2003;

        o  The  Quarterly  Report on Form 10-Q of Calpine for the quarter  ended
           dated March 31, 2003, filed with the SEC on July 1, 2003.

        o  The  Current  Reports on Form 8-K of  Calpine,  filed on January  23,
           2003, January 24, 2003,  February 11, 2003,  February 14, 2003, March
           4, 2003,  March 12, 2003, April 17, 2003, May 13, 2003, May 20, 2003,
           May 27, 2003,  June 3, 2003,  June 5, 2003,  June 13, 2003,  June 18,
           2003, June 24, 2003, June 26, 2003 and June 26, 2003.

        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  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.


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



                                      -2-
<PAGE>

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.


Item 7.  Exemption from Registration Claimed

         Not Applicable















































                                      -3-
<PAGE>

Item 8.  Exhibits

     The  following  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 Designation of Series A Participating Preferred Stock
            of Calpine Corporation (b)
     *4.5   Amended   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 (c)
     *4.7   Certificate  of Designation  of Special  Voting  Preferred  Stock of
            Calpine Corporation (d)
     *4.8   Certificate of Ownership and Merger Merging  Calpine Natural Gas GP,
            Inc. into Calpine Corporation (e)
     *4.9   Certificate  of Ownership  and Merger  Merging  Calpine  Natural Gas
            Company into Calpine Corporation (e)
     *4.10  Amended and Restated By-laws of Calpine Corporation (f)
     *4.11  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 Deloitte & Touche LLP, Independent Public Accountants
     +23.3  Consent of Ernst & Young LLP, Independent Chartered Accountants
     +23.4  Consent  of  Netherland,  Sewell  &  Associates,  Inc.,  independent
            engineer
     +23.5  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.
(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.




















                                      -4-
<PAGE>

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 if 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
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  liability any 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 first day
of July, 2003.

                                            CALPINE CORPORATION


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





































































                                      -6-
<PAGE>

                                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 1, 2003
----------------------------    Executive Officer and Director
      Peter Cartwright          (Principal Executive Officer)


/s/   Ann B. Curtis             Executive Vice President,           July 1, 2003
----------------------------    Vice Chairman and Director
      Ann B. Curtis

/s/   Robert D. Kelly           Executive Vice President and        July 1, 2003
----------------------------    Chief Financial Officer
      Robert D. Kelly           (Principal Financial Officer)


/s/   Charles B. Clark          Senior Vice President and           July 1, 2003
----------------------------    Corporate Controller
      Charles B. Clark, Jr.     (Principal Accounting Officer)


                                         Director                   July 1, 2003
----------------------------
      Kenneth T. Derr

/s/   Jeffrey E. Garten                  Director                   July 1, 2003
----------------------------
      Jeffrey E. Garten

/s/   Gerald Greenwald                   Director                   July 1, 2003
----------------------------
      Gerald Greenwald

/s/   Susan C. Schwab                    Director                   July 1, 2003
----------------------------
      Susan C. Schwab

/s/   George J. Stathakis                Director                   July 1, 2003
----------------------------
      George J. Stathakis

                                         Director                   July 1, 2003
----------------------------
      Susan Wang

/s/   John O. Wilson                     Director                   July 1, 2003
----------------------------
      John O. Wilson








                                      -7-
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               CALPINE CORPORATION


    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 Designation of Series A Participating Preferred Stock
            of Calpine Corporation (b)
     *4.5   Amended   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 (c)
     *4.7   Certificate  of Designation  of Special  Voting  Preferred  Stock of
            Calpine Corporation (d)
     *4.8   Certificate of Ownership and Merger Merging  Calpine Natural Gas GP,
            Inc. into Calpine Corporation (e)
     *4.9   Certificate  of Ownership  and Merger  Merging  Calpine  Natural Gas
            Company into Calpine Corporation (e)
     *4.10  Amended and Restated By-laws of Calpine Corporation (f)
     *4.11  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 Deloitte & Touche LLP, Independent Public Accountants
     +23.3  Consent of Ernst & Young LLP, Independent Chartered Accountants
     +23.4  Consent  of  Netherland,  Sewell  &  Associates,  Inc.,  independent
            engineer
     +23.5  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.
(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.





                                      -8-
<PAGE>

                                                                     EXHIBIT 5.1
                       [LETTERHEAD OF CALPINE CORPORATION]

                                           July 1, 2003



Board of Directors
Calpine Corporation
50 West San Fernando Street
San Jose, California  95113


Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of Calpine Corporation, a
Delaware corporation (the "Company").  I am providing this opinion in connection
with the  registration  by the  Company  under the  Securities  Act of 1933,  as
amended (the "Securities  Act"), of eight million shares of the Company's common
stock,  par value $.001 per share (the  "Shares"),  for offer and sale under the
Company's  2000 Employee  Stock  Purchase  Plan,  as amended (the  "Plan").  The
registration is being effected pursuant to a Registration  Statement on Form S-8
filed with the Securities and Exchange  Commission (the "Commission") on July 1,
2003 (the "Registration Statement")

     I have reviewed,  or persons acting under my direction have reviewed,  such
corporate records,  certificates and other documents, and such questions of law,
as I have considered necessary or appropriate for the purposes of rendering this
opinion,  including (i) the Certificate of  Incorporation  and the Bylaws of the
Company,  (ii) minutes of the corporate  proceedings of the Company with respect
to  the  proposed  issuance  and  registration  of  the  Shares  and  (iii)  the
Registration  Statement  and each of the exhibits  thereto.  I have relied as to
certain matters on information  obtained from public officials,  officers of the
Company,  and other  sources  believed by me to be  responsible  as to any facts
material to the opinions expressed herein.

     Based upon the  foregoing,  I am of the  opinion  that the Shares have been
duly authorized,  and when issued in accordance with the terms and conditions of
the  Plan,   will  be  duly   authorized,   validly   issued,   fully  paid  and
non-assessable.

     I am a member of the bar of the State of California. I do not purport to be
an expert  in,  and do not  express  any  opinion  on,  any laws  other than the
Delaware General Corporation Law.

     I hereby  consent  to the  filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required  under Section 7 of the
Securities Act.

                                           Very truly yours,


                                           /s/ LISA M. BODENSTEINER

                                           Lisa Bodensteiner
                                           Executive Vice President and
                                           General Counsel





























                                      -9-
<PAGE>

                                                                    EXHIBIT 23.1
Included in Exhibit 5.1





















































































                                      -10-
<PAGE>

                                                                    EXHIBIT 23.2
                     [Letterhead of Deloitte & Touche LLP]


                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this  Registration  Statement of
Calpine  Corporation  on Form S-8 of our report  dated March 10, 2003 (March 26,
2003, as to paragraphs  two, three and four of Note 29), which report  expresses
an  unqualified  opinion  and  includes  an  explanatory  paragraph  as  to  the
restatement  of the 2001  and  2000  consolidated  financial  statements  and an
emphasis  paragraph  relating  to  the  adoption  of new  accounting  standards,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Calpine Corporation for the year ended December 31, 2002.


                                           /s/ DELOITTE & TOUCHE LLP
San Jose, California
July 1, 2003



































































                                      -11-
<PAGE>

                                                                    EXHIBIT 23.3
                        [Letterhead of Ernst & Young LLP]


                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8 No.  333-XXXX)  pertaining to the 2000 Employee Stock Purchase Plan of
Calpine  Corporation of our report dated February 16, 2001,  with respect to the
consolidated  financial  statements  of Encal  Energy  Ltd.  for the year  ended
December 30, 2000 included as an appendix to Calpine Corporation's Annual Report
(Form 10-K) for the year ended December 31, 2002,  filed with the Securities and
Exchange Commission.





                                           /s/ ERNST & YOUNG LLP

Calgary, Alberta
July 1, 2003

































































                                      -12-
<PAGE>

                                                                    EXHIBIT 23.4
              [Letterhead of Netherland, Sewell & Associates, Inc.]


                CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 dated  July 1, 2003 of our  report  included  in  Calpine
Corporation's  Form 10-K for the year ended December 31, 2002 regarding  Calpine
Corporation's  estimated  domestic proved reserves and to the references to this
firm included in the Registration Statement.


                                           NETHERLAND, SEWELL & ASSOCIATES, INC.


                                           By: /s/ Danny D. Simmons
                                               --------------------
                                               Danny D. Simmons
                                               Executive Vice President


Houston, Texas
July 1, 2003































































                                      -13-
<PAGE>

                                                                    EXHIBIT 23.5
              [Letterhead of Gilbert Laustsen Jung Associated Ltd.]


                                LETTER OF CONSENT

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 dated July 1, 2003 of our report included in Calpine
Corporation's Form 10-K for the year ended December 31, 2002 regarding Calpine
Corporation's estimated Canadian proved reserves and to the references to this
firm included in the Registration Statement.


                                           Yours Truly,

                                           GILBERT LAUSTSEN JUNG ASSOCIATES LTD.

                                           /s/ Myron Hladyshevsky
                                           Myron J. Hladyshevsky, P. Eng.
                                           Vice-President


Calgary, Alberta
July 1, 2003































































                                      -14-
[{"type": "S-8", "sequence": "1", "filename": "espp070103.txt", "secsgml_size_bytes": 34726}]
{"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": "333-106729", "film-number": "03768872"}, "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 1, 2003
                                                    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 number)
of incorporation or organization)

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

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                  ------------

                                Peter Cartwright
                 Chairman, President And Chief Executive Officer
                               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)....        8,000,000           $6.25             $50,000,000            $4,045
---------------
(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"), the number of shares registered by this Registration Statement
     shall  also  cover  any  additional  shares of Common  Stock  which  become
     issuable under the 2000 Employee Stock Purchase 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 in accordance  with Rule 457(h) under the 1933 Act, based on the
     average of the high and low  selling  prices  per share of Common  Stock on
     June 24, 2003, 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  ("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, 2002, filed with the SEC on March 31, 2003;

        o  The  Quarterly  Report on Form 10-Q of Calpine for the quarter  ended
           dated March 31, 2003, filed with the SEC on July 1, 2003.

        o  The  Current  Reports on Form 8-K of  Calpine,  filed on January  23,
           2003, January 24, 2003,  February 11, 2003,  February 14, 2003, March
           4, 2003,  March 12, 2003, April 17, 2003, May 13, 2003, May 20, 2003,
           May 27, 2003,  June 3, 2003,  June 5, 2003,  June 13, 2003,  June 18,
           2003, June 24, 2003, June 26, 2003 and June 26, 2003.

        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  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.

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

                                      -2-
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.

Item 7.  Exemption from Registration Claimed

         Not Applicable

                                      -3-
Item 8.  Exhibits

     The  following  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 Designation of Series A Participating Preferred Stock
            of Calpine Corporation (b)
     *4.5   Amended   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 (c)
     *4.7   Certificate  of Designation  of Special  Voting  Preferred  Stock of
            Calpine Corporation (d)
     *4.8   Certificate of Ownership and Merger Merging  Calpine Natural Gas GP,
            Inc. into Calpine Corporation (e)
     *4.9   Certificate  of Ownership  and Merger  Merging  Calpine  Natural Gas
            Company into Calpine Corporation (e)
     *4.10  Amended and Restated By-laws of Calpine Corporation (f)
     *4.11  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 Deloitte & Touche LLP, Independent Public Accountants
     +23.3  Consent of Ernst & Young LLP, Independent Chartered Accountants
     +23.4  Consent  of  Netherland,  Sewell  &  Associates,  Inc.,  independent
            engineer
     +23.5  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.
(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.

                                      -4-
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 if 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
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  liability any 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 first day
of July, 2003.

                                            CALPINE CORPORATION

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

                                      -6-
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 1, 2003
----------------------------    Executive Officer and Director
      Peter Cartwright          (Principal Executive Officer)

/s/   Ann B. Curtis             Executive Vice President,           July 1, 2003
----------------------------    Vice Chairman and Director
      Ann B. Curtis

/s/   Robert D. Kelly           Executive Vice President and        July 1, 2003
----------------------------    Chief Financial Officer
      Robert D. Kelly           (Principal Financial Officer)

/s/   Charles B. Clark          Senior Vice President and           July 1, 2003
----------------------------    Corporate Controller
      Charles B. Clark, Jr.     (Principal Accounting Officer)

                                         Director                   July 1, 2003
----------------------------
      Kenneth T. Derr

/s/   Jeffrey E. Garten                  Director                   July 1, 2003
----------------------------
      Jeffrey E. Garten

/s/   Gerald Greenwald                   Director                   July 1, 2003
----------------------------
      Gerald Greenwald

/s/   Susan C. Schwab                    Director                   July 1, 2003
----------------------------
      Susan C. Schwab

/s/   George J. Stathakis                Director                   July 1, 2003
----------------------------
      George J. Stathakis

                                         Director                   July 1, 2003
----------------------------
      Susan Wang

/s/   John O. Wilson                     Director                   July 1, 2003
----------------------------
      John O. Wilson

                                      -7-
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               CALPINE CORPORATION

    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 Designation of Series A Participating Preferred Stock
            of Calpine Corporation (b)
     *4.5   Amended   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 (c)
     *4.7   Certificate  of Designation  of Special  Voting  Preferred  Stock of
            Calpine Corporation (d)
     *4.8   Certificate of Ownership and Merger Merging  Calpine Natural Gas GP,
            Inc. into Calpine Corporation (e)
     *4.9   Certificate  of Ownership  and Merger  Merging  Calpine  Natural Gas
            Company into Calpine Corporation (e)
     *4.10  Amended and Restated By-laws of Calpine Corporation (f)
     *4.11  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 Deloitte & Touche LLP, Independent Public Accountants
     +23.3  Consent of Ernst & Young LLP, Independent Chartered Accountants
     +23.4  Consent  of  Netherland,  Sewell  &  Associates,  Inc.,  independent
            engineer
     +23.5  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.
(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.

                                      -8-
EXHIBIT 5.1
                       [LETTERHEAD OF CALPINE CORPORATION]

                                           July 1, 2003

Board of Directors
Calpine Corporation
50 West San Fernando Street
San Jose, California  95113

Ladies and Gentlemen:

     I am Executive Vice President and General Counsel of Calpine Corporation, a
Delaware corporation (the "Company").  I am providing this opinion in connection
with the  registration  by the  Company  under the  Securities  Act of 1933,  as
amended (the "Securities  Act"), of eight million shares of the Company's common
stock,  par value $.001 per share (the  "Shares"),  for offer and sale under the
Company's  2000 Employee  Stock  Purchase  Plan,  as amended (the  "Plan").  The
registration is being effected pursuant to a Registration  Statement on Form S-8
filed with the Securities and Exchange  Commission (the "Commission") on July 1,
2003 (the "Registration Statement")

     I have reviewed,  or persons acting under my direction have reviewed,  such
corporate records,  certificates and other documents, and such questions of law,
as I have considered necessary or appropriate for the purposes of rendering this
opinion,  including (i) the Certificate of  Incorporation  and the Bylaws of the
Company,  (ii) minutes of the corporate  proceedings of the Company with respect
to  the  proposed  issuance  and  registration  of  the  Shares  and  (iii)  the
Registration  Statement  and each of the exhibits  thereto.  I have relied as to
certain matters on information  obtained from public officials,  officers of the
Company,  and other  sources  believed by me to be  responsible  as to any facts
material to the opinions expressed herein.

     Based upon the  foregoing,  I am of the  opinion  that the Shares have been
duly authorized,  and when issued in accordance with the terms and conditions of
the  Plan,   will  be  duly   authorized,   validly   issued,   fully  paid  and
non-assessable.

     I am a member of the bar of the State of California. I do not purport to be
an expert  in,  and do not  express  any  opinion  on,  any laws  other than the
Delaware General Corporation Law.

     I hereby  consent  to the  filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required  under Section 7 of the
Securities Act.

                                           Very truly yours,

                                           /s/ LISA M. BODENSTEINER

                                           Lisa Bodensteiner
                                           Executive Vice President and
                                           General Counsel

                                      -9-
EXHIBIT 23.1
Included in Exhibit 5.1

                                      -10-
EXHIBIT 23.2
                     [Letterhead of Deloitte & Touche LLP]

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Calpine  Corporation  on Form S-8 of our report  dated March 10, 2003 (March 26,
2003, as to paragraphs  two, three and four of Note 29), which report  expresses
an  unqualified  opinion  and  includes  an  explanatory  paragraph  as  to  the
restatement  of the 2001  and  2000  consolidated  financial  statements  and an
emphasis  paragraph  relating  to  the  adoption  of new  accounting  standards,
appearing in and  incorporated by reference in the Annual Report on Form 10-K of
Calpine Corporation for the year ended December 31, 2002.

                                           /s/ DELOITTE & TOUCHE LLP
San Jose, California
July 1, 2003

                                      -11-
EXHIBIT 23.3
                        [Letterhead of Ernst & Young LLP]

                  CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

     We consent to the incorporation by reference in the Registration  Statement
(Form S-8 No.  333-XXXX)  pertaining to the 2000 Employee Stock Purchase Plan of
Calpine  Corporation of our report dated February 16, 2001,  with respect to the
consolidated  financial  statements  of Encal  Energy  Ltd.  for the year  ended
December 30, 2000 included as an appendix to Calpine Corporation's Annual Report
(Form 10-K) for the year ended December 31, 2002,  filed with the Securities and
Exchange Commission.

                                           /s/ ERNST & YOUNG LLP

Calgary, Alberta
July 1, 2003

                                      -12-
EXHIBIT 23.4
              [Letterhead of Netherland, Sewell & Associates, Inc.]

                CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC.

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 dated  July 1, 2003 of our  report  included  in  Calpine
Corporation's  Form 10-K for the year ended December 31, 2002 regarding  Calpine
Corporation's  estimated  domestic proved reserves and to the references to this
firm included in the Registration Statement.

                                           NETHERLAND, SEWELL & ASSOCIATES, INC.

                                           By: /s/ Danny D. Simmons
                                               --------------------
                                               Danny D. Simmons
                                               Executive Vice President

Houston, Texas
July 1, 2003

                                      -13-
EXHIBIT 23.5
              [Letterhead of Gilbert Laustsen Jung Associated Ltd.]

                                LETTER OF CONSENT

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 dated July 1, 2003 of our report included in Calpine
Corporation's Form 10-K for the year ended December 31, 2002 regarding Calpine
Corporation's estimated Canadian proved reserves and to the references to this
firm included in the Registration Statement.

                                           Yours Truly,

                                           GILBERT LAUSTSEN JUNG ASSOCIATES LTD.

                                           /s/ Myron Hladyshevsky
                                           Myron J. Hladyshevsky, P. Eng.
                                           Vice-President

Calgary, Alberta
July 1, 2003

                                      -14-