Attention shoppers: coming soon to a Wal-Mart or Kmart near you -- Nirvana's "In Utero," with a newly sanitized back cover. Gone is the "fetuses among the flowers" collage designed by Nirvana's Kurt Cobain and artist Robert Fisher. Well, not actually gone, but the collage has been blown up so that only the flowers are visible. As for the song "Rape Me," it's been retitled "Waif Me." Though this sounds like a bad Barbara Wa-Wa joke, the song itself remains the same.

Why these cosmetic alterations?

Well, when "In Utero" was released in October, discount chains such as Wal-Mart and Kmart, which account for almost one-quarter of all record sales, refused to stock the album. Neither the cover nor "Rape Me" were specifically cited; a Wal-Mart spokesman said at the time that the decision was made due to "lack of customer demand," a strange explanation given that Nirvana's previous album, "Nevermind," had sold 5 million copies. Even without those retail "racks," "In Utero" opened at the top of Billboard's charts.

However, slow sales may be the root of Geffen Records' recent decision, made with Nirvana's consent, to repackage the album. "In Utero" so far has sold only 2 million copies. Geffen has described its accommodation as a consumer service, noting that many parts of the country don't have independent record stores and that the discounters' "racks" are music buyers' only option. And while Geffen says such outlets account for only 10 percent of sales, that number is quite likely much higher for Nirvana's rural and suburban white teen consumer base.

Chains such as Wal-Mart (1,954 stores), Kmart (2,409 stores) and Target (567 stores) consider themselves "family oriented" and generally won't carry albums that have the Recording Industry Association of America's "Parental Advisory" sticker. Billboard reports that the new cover was created specifically for those accounts, even though "In Utero" was not stickered.

Another hot Geffen act, Beck, will undergo changes next month when "Mellow Gold," currently No. 12 in Billboard but unavailable at Wal-Mart and Kmart, comes out in a "lite" version. It's not the cover that proved objectionable this time, but a number of songs with profanities in their titles and lyrics. The new version will electronically alter the profanity and replace objectionable titles. A number of rap acts have put out "clean" versions of explicit albums (notably 2 Live Crew!) and while there are usually clean mixes of hit singles made for airplay, many radio stations simply bleep or alter any offending words to protect their FCC licenses.

Another popular rock group, Tool, has had to change the artwork in the CD booklet for its current album, "Undertow." The original included photographs of a very fat naked woman and another of a thinner naked man lying face up on top of her. The rack-ready booklet eliminates the photos and replaces them with a bar code and a band disclaimer suggesting that fans wanting the original artwork send a SASE to BMG Special Artists Services in South Carolina.

Finally, the upcoming indelicately titled Kiss tribute album will make its own accommodation to mainstream retailers with an alternative title, "Kiss My A**" (though if you actually say "Kiss My {Asterisk}" out loud, it defeats the original purpose).

Troublesome rock album covers are nothing new, of course. Ask any collector who managed to get hold of one of the original butcher-block covers for "Yesterday and Today." That's the 1966 album in which the clean-cut, apron-clad Beatles mugged for the cameras with decapitated dolls and slabs of meat. This didn't sit well with EMI or its American counterpart, Capitol, and the covers were recalled and either destroyed or pasted over with an innocuous band photo. Pristine originals now fetch up to $1,800 on the collector's market -- and Rockville's Yesterday and Today Records, which deals in rock collectibles, even took its name from this incident. It was the 1968 "Two Virgins" album by John Lennon and Yoko Ono that caused the most problems. That cover was a full frontal nude photograph of the couple; appropriately, the back cover was their equally naked backsides. EMI refused to distribute it at all; here, it was distributed by an independent label, in a brown paper bag. Even then, 30,000 copies were seized and detained by the police in Newark; later the FBI cleared the album saying that "Two Virgins" "did not meet the existing criteria of obscenity from a legal standpoint."

Those evil Beatles, the Rolling Stones, had their fair share of problems too. Most people remember the cover for 1968's "Beggars Banquet" as a takeoff on a formal dinner invitation, with "R.S.V.P" at the bottom. The original cover, however, was a toilet bowl scene with graffiti on the adjoining wall. Decca refused to release it and the album was delayed for four months, after which the irked Stones basically disowned it.

"Sticky Fingers" from 1971 was also controversial for its suggestive crotch shot of very tight jeans with a real zipper: Open it and you'd find ... a pair of jockey shorts (which would merely be a sponsorship opportunity in today's marketplace). The model, incidentally, was not Mick Jagger, but a pal of designer Andy Warhol's. (Warhol also provided the controversial banana-peel cover for the Velvet Underground.) The Jimi Hendrix Experience had problems with the original British cover of 1968's "Electric Ladyland," featuring 20 naked women around Hendrix (who hated it -- at least as a cover). The R. Crumb-drawn cover for Janis Joplin's "Cheap Thrills" originally was titled "Sex, Dope and Cheap Thrills," until Columbia rejected it. Then there was Blind Faith's one and only album with its photo of a clearly underage girl, naked and holding a decidedly phallic airplane. After a public outcry, Atco made available an alternative cover, a strange group photo with Eric Clapton on drums and Ginger Baker on bass. The original cover was restored for the CD reissue.

David Bowie had his moments: 1971's "The Man Who Sold the World" was his first American album and Mercury decided the British cover -- Bowie reclining on a couch in a lovely dress -- was a bit much for the States. Their solution: a nonsensical cartoon cover that has very little to do with anything. Three years later, Bowie's new American label, RCA, got antsy about his posing for the half-man, half-dog painting on "Diamond Dogs" and airbrushed David's, er, the dog's, genitals.

More recent problems have occurred for the Scorpions with "Love at First Sting" (and, in a fictional corollary, with Spinal Tap's "Smell the Glove"); the Dead Kennedys' "Frankenchrist," busted for the enclosed H.R. Giger poster of 10 sets of genitals interacting; and Jane's Addiction, for the nude sculptures and papier-mache figures on "Nothing's Shocking" and "Ritual de lo Habitual." The latter eventually came out with a pure white cover -- and a small block of type reproducing the First Amendment.