<PAGE> 1
PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED NOVEMBER 14, 2000
OF
CALPINE CORPORATION
RELATING TO
RESALES BY SELLING SHAREHOLDERS
OF
5% CONVERTIBLE PREFERRED SECURITIES
REMARKETABLE TERM INCOME DEFERRABLE EQUITY SECURITIES
(HIGH TIDES(SM))
The Prospectus dated November 14, 2000, as supplemented to date (the
"Prospectus") relating to resales by selling shareholders of 5% Convertible
Preferred Securities, Remarketable Term Income Deferrable Equity Securities
(HIGH TIDES(SM)), is hereby supplemented by amending the "Selling Holders"
section on pages 24-28 thereof, by inserting the following as a new selling
holder in the appropriate alphabetical location:
<TABLE>
<CAPTION>
NUMBER
OF
SELLING HOLDER HIGH TIDES
-------------- ----------
<S> <C>
Prudential Securities Inc................................... 15,000
</TABLE>
------------------------
Prospectus Supplement dated December 28, 2000
