* Shares drop nearly 2 pct

(Adds preliminary vote totals, details)

By Phil Wahba

NEW YORK (Reuters) - Barnes & Noble Inc
shareholders chose a board slate proposed by Chairman Leonard
Riggio over a group backed by dissident investor Ron Burkle,
settling a bitter proxy battle between the bookstore chain's
two top stockholders.

The company and Burkle's investment firm, Yucaipa Cos, said
the Barnes & Noble slate prevailed, based on a preliminary vote
tally. Barnes & Noble shares fell nearly 2 percent, or 32 cents
to $16.13 after the results were announced.

Yucaipa said its slate received overwhelming support from
shareholders who were not affiliated with either party.

Burkle said in a statement that the results showed "it is
nearly impossible for any stockholder to do something Leonard
Riggio doesn't want to do because of his built-in voting
advantage."

Riggio is the largest shareholder with a 28.2 percent
stake.

As Barnes & Noble pushes ahead with an auction of the
company, first announced in August, Burkle called on the
bookseller to ensure a level playing field for all bidders,
even if Riggio recruits an investor group to make an offer.

Burkle, whose Yucaipa owns 18.8 percent of Barnes & Noble
shares, put forward a slate of three nominees seeking seats on
the board for a three-year term, including the one held by
Riggio, who built the chain into the largest U.S. bookseller.
Three of the nine board seats were up for a vote at the
company's shareholder meeting on Tuesday.

Preliminary results showed holders of 44 percent of the
shares eligible to be voted supported the slate chosen by
Riggio, while 39 percent supported the Yucaipa slate, according
to a source familiar with the results. The rest did not vote or
withheld votes.

At the same time, 43 percent voted against Yucaipa's
proposal to change the company's "poison pill" takeover
defense, while 39 percent voted for the change.

The poison pill, put in place in November, limits any
shareholder, except for Riggio, who is grandfathered, from
holding 20 percent or more.

Burkle sought to raise the pill's trigger to 30 percent and
is appealing a Delaware court's decision in August to uphold
the pill.
(Editing by Lisa Von Ahn and Maureen Bavdek)