UPDATE 2-Eastbourne sees dissident gains on Amylin board

* Eastbourne says it, Icahn appear to gain seats

* Amylin says 10 of its nominees elected to board

* Shares rise 5.6 percent (Add Amylin comment, background; updates shares)

NEW YORK, May 27 (Reuters) - Dissident shareholders Eastbourne Capital Management and Carl Icahn appeared to have gained seats on the board of Amylin Pharmaceuticals Inc (AMLN.O), based on voting estimates from Wednesday's annual meeting of the biotechnology company, Eastbourne said.

Amylin shares rose 5.6 percent.

Eastbourne and Icahn had mounted a proxy battle seeking representation on the 12-member board, with Eastbourne nominating three candidates, and Icahn seeking two.

A source familiar with the situation said Amylin lost at least two seats, with the rest too close to call.

A preliminary report from the inspectors of election is expected in one to two weeks, Eastbourne said.

"We want to thank Amylin shareholders for supporting us in effecting change to the Amylin Board and sending a strong message that the past results are not acceptable," Eastbourne founder Richard Barry said in a statement. "We look forward to working constructively with the new board of Amylin and doing our part to ensure the long-term success of the company."

Amylin later confirmed that it believes two of the five Icahn/Eastbourne nominees were elected to the board. It said shareholders voted to elect at least 10 of the company's nominees, including its two new independent nominees, Paul Clark and Paulo Costa.

"Today's outcome affirms that shareholders have confidence in the company's plan to build value in 2009 and beyond, having apparently elected only two of the five dissident nominees," Amylin said in a statement.

Icahn's proposal to reincorporate the company from Delaware to North Dakota was defeated, the company said.

Amylin and the dissident shareholders have engaged in intensive lobbying over the past few weeks, with letters and press releases almost daily imploring voting shareholders to support their board candidates in the proxy battle.

Eastbourne and Icahn have been highly critical of Amylin management, accusing them of mishandling its flagship diabetes medicine Byetta, which the company co-markets with Eli Lilly and Co (LLY.N).

Three high profile proxy advisory services also called for changes to the Amylin board and signaled support for the Eastbourne and Icahn candidates.

Icahn and Eastbourne had originally nominated separate minority slates to Amylin's 12-member board. They were eventually allowed to put forth a combined slate of five nominees so as not to accidentally trigger a so-called poison put that would go into effect if there was a change of control of the board.

The poison put would require the company to accelerate debt repayments to its potential detriment.

Amylin shares rose 62 cents to close at $11.68 on Nasdaq. (Reporting by Lewis Krauskopf and Bill Berkrot; Editing by Tim Dobbyn, Richard Chang)