FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

SPO ADVISORY CORP	2. Issuer Name and Ticker or Trading Symbol

CALPINE CORP [ CPN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)	
(Last)          (First)          (Middle)

591 REDWOOD HIGHWAY, SUITE 3215	3. Date of Earliest Transaction (MM/DD/YYYY)

10/8/2008		
(Street)

MILL VALLEY, CA 94941
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code
(Instr. 8)	4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)	
			Code	V	Amount	(A) or (D)	Price				
Common Stock  	10/8/2008  	 	P	  	819800  	A	$8.84  	78373124  	I   (1) (2) (3) (4) (5)	See footnotes  	
Common Stock  	10/8/2008  	 	P	  	730200  	A	$9.30  	79093761  	I  	See footnotes  	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code
(Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)	8. Price of Derivative Security
(Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)	
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares					

Explanation of Responses:	
(  1) 	The entities directly acquiring the shares reported in this filing and related filings today are SPO Partners II, L.P. ("SPO Partners"), which bought 2,483,000 shares, Phoebe Snow Foundation ("PSF"), which bought 27,000 shares, the Elizabth R. & William J. Patterson Foundation ("WJPFND") which bought 5,600 shares, William J. Patterson ("WJP") who bought 200 shares and Edward H. McDermott ("EHM") who bought 100 shares. The range of prices for the purchases on 10/8/08, reported in Line 1 above, was $8.12 - $9.11. The range of prices for the purchases on 10/8/08, reported in Line 2 above, was $9.12 - $9.80. ( full detailed information regarding the shares purchased at each price will be provided upon request ).	
(  2) 	As a result of the purchases causing this filing and related filings today, and as a result of the conversion of debt instruments to common stock upon the issuer's emergence from bankruptcy, 71,691,808 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP & EHM, the four controlling persons of SPO Corp. Additionally, 5,150,500 shares are owned directly by SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory, the sole general partner of SPO Co-Invest, (ii) SPO Corp, the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp.	
(  3) 	Additionally, 3,204,753 shares are owned directly by San Francisco Partners II, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii)SPO Corp., the sole general partner of SF Advisory, and (iii)JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp. Additionally, as a result of the purchases causing this filing and related filings today, PSF owns 121,100 shares, WJPFND owns 24,500 shares, JHS owns 5,600 shares in his IRA, which is self-directed, WEO owns 33,300 shares in his IRA, which is self-directed, WJP owns 1,000 shares in his IRA, which is self-directed and EHM owns 800 shares in his IRA, which is self-directed.	
(  4) 	Additionally, 5,029 shares of restricted stock and 2,720 restricted stock units are owned by WJP, a director of the Issuer. Pursuant to the partnership agreement governing SPO Partners, these shares may be deemed to be indirectly beneficially owned by SPO Partners together with any profits arising therefrom.	
(  5) 	Additionally, the shares represented in Column 5 above may be deemed to be indirectly beneficially owned by J. Stuart Ryan ("JSR"), solely in his advisory capacity to SPO Corp. Additionally, 5,029 shares of restricted stock are owned by JSR, a director of the Issuer.	

Remarks:
Form 1 of 2.

The individuals listed in the notes above (each a ?Reporting Person?) may be deemed to form a ?group?, as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person?s pecuniary interest, if any, therein.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
SPO ADVISORY CORP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941		X			
SPO ADVISORY PARTNERS LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941		X			
SF ADVISORY PARTNERS LP
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941		X			
SPO PARTNERS II LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941		X			
SPO Partners II Co Investment Partnership LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941		X			
SAN FRANCISCO PARTNERS II LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941		X			

Signatures		
Kim M. Silva, Attorney-in-Fact		10/10/2008	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
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