<PAGE> 1
PROSPECTUS SUPPLEMENT TO THE PROSPECTUS DATED JUNE 27, 2000
OF
CALPINE CORPORATION
RELATING TO
RESALES BY SELLING SHAREHOLDERS
OF
5 1/2% CONVERTIBLE PREFERRED SECURITIES
REMARKETABLE TERM INCOME DEFERRABLE EQUITY SECURITIES
(HIGH TIDES(SM))
The Prospectus dated June 27, 2000, as supplemented to date (the
"Prospectus") relating to resales by selling shareholders of 5 1/2% Convertible
Preferred Securities, Remarketable Term Income Deferrable Equity Securities
(HIGH TIDES(SM)), is hereby supplemented by amending the "Selling Holders"
section on pages 23-25 thereof, by inserting the following as a new selling
holder in the appropriate alphabetical location:
<TABLE>
<CAPTION>
NUMBER
OF
HIGH
SELLING HOLDER TIDES
-------------- ------
<S> <C>
Boulder II Limited.......................................... 52,000
</TABLE>
In addition, the Prospectus is further supplemented by changing the entry
under the column "Number of HIGH TIDES" with respect to the Selling Holder
identified below to the corresponding entries below the column "New Number of
HIGH TIDES" set forth below.
<TABLE>
<CAPTION>
NEW
NUMBER
OF
HIGH
SELLING HOLDER TIDES
-------------- ------
<S> <C>
BP Amoco PLC, Master Trust.................................. 38,500
</TABLE>
------------------------
Prospectus Supplement dated October 30, 2000
