(Recasts, adds quote, shares, deal context) SYDNEY, Dec 22...

(Recasts, adds quote, shares, deal context)

SYDNEY, Dec 22 (Reuters) - Australia's antitrust regulator said it will consider a watered down version of Canadian infrastructure giant Brookfield Asset Management Inc's $6.5 billion bid for freight firm Asciano Ltd (AIO), reviving the prospect of a deal.

The Australian Competition and Consumer Commission (ACCC) said on Tuesday Brookfield offered to sell one of the target company's rail freight businesses and one of its own coal terminals to ease the regulator's concerns that the buyout would give it too much market dominance.

The ACCC's decision to reopen its scrutiny is a step forward for what would be Australia's biggest takeover by a Canadian firm. In October, the ACCC complained the deal would give Brookfield the trains and the train tracks in some areas, shutting out other haulage players.

In November, it rejected Brookfield's "behavioural undertakings" intended to overcome its concerns.

The regulator said on Tuesday it would invite public comment about Brookfield's latest undertakings, although it noted that this "should not be interpreted as a signal that the ACCC will ultimately accept these undertakings".

The move is a blow to rival Australian bidder Qube Holdings Ltd, which has been counting on a regulatory knockback for Brookfield.

The ACCC had been widely expected to reject Brookfield's offer by a deadline of Dec. 17, but said it will now give a final verdict on Feb. 18, the same day it gives a ruling on Qube's offer for Asciano.

Asciano shares were up 0.9 percent at A$8.80, in line with a higher overall market but short of Brookfield's A$9.15 per share offer. ($1 = 1.3914 Australian dollars)