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 *

KELLY ROBERT DOUGLAS	2. Issuer Name and Ticker or Trading Symbol

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

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

50 WEST SAN FERNANDO ST	3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2005		
(Street)

SAN JOSE, CA 95113
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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   (1)	3/8/2005  	 	A	  	301205  	A	$0  	782554  	D  	 	
Common Stock  	 	 	 	  	 	 	 	5594  	I  	by Managed Account  	

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					
Non-Qualified Stock Option (right to buy)   (2)	$3.32  	3/8/2005  	 	A 	  	500000   	  	3/8/2006  	3/8/2012  	Common Stock  	500000  	$0  	500000  	D  	 	

Explanation of Responses:	
(  1) 	The reported transaction is issued to reporting person under the Stock Issuance Program of the Issuer's 1996 Stock Incentive Plan. The purchase price of the restricted stock shall be the fair market value per share of common stock on the date of grant. The purchase price is payable in past services and shall vest 50% upon the closing selling price of the Issuer's common stock being equal to or greater than $5.00 per share for four consecutive trading days, and 50% shall vest upon the closing selling price of the Issuer's common stock being equal to or greater than $10.00 per share for four consecutive trading days.	
(  2) 	Grant to reporting person of exempt Rule 16b-3 option under the Discretionary Option Program of the Issuer's 1996 Stock Incentive Plan. The option shares will vest in a series of four (4) succesive equal annual installments upon completion of each year of continued service as an employee of the Issuer over the four (4)-year period measured from the grant date.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
KELLY ROBERT DOUGLAS
50 WEST SAN FERNANDO ST
SAN JOSE, CA 95113			Exec VP and CFO		

Signatures		
By: Lisa Bodensteiner For: Robert D. Kelly		3/10/2005	
** 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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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