FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT


         THIS FIRST  AMENDMENT TO REVOLVING  CREDIT LOAN AGREEMENT is made as of
the 21st day of June,  1997, by McNEIL REAL ESTATE FUND XXVII,  L.P., a Delaware
limited  partnership  (the  "Borrower") and PNC BANK,  NATIONAL  ASSOCIATION,  a
national banking association (the "Lender").

                                   WITNESSETH:

         WHEREAS,  pursuant  to the terms of a Revolving  Credit Loan  Agreement
dated as of June 21, 1995 between  Borrower  and Bank (the "Credit  Agreement"),
Bank had  agreed  to  provide a  revolving  credit  facility  to  Borrower  in a
principal amount not to exceed $5,000,000 (the "Loan") as evidenced by a certain
Consolidated,  Amended and Restated  Revolving  Credit Note dated as of June 21,
1995,  executed  and  delivered  by Borrower to Bank in the  original  principal
amount of $5,000,000 (the "Note") (all capitalized  terms used herein shall have
the meanings  ascribed  thereto in the Credit  Agreement  unless  defined to the
contrary herein); and

         WHEREAS,  the Borrower has requested  that the Bank agree to extend the
Maturity  Date of the Note provided for in the Note and Credit  Agreement  until
June 21, 1999; and

         WHEREAS,  as a condition to the consent of Bank to the extension of the
Maturity Date,  Bank and Borrower have agreed to make certain  modifications  to
the Credit Agreement upon the terms and conditions hereinafter set forth; and

         WHEREAS,  to evidence the modifications to the Note,  Borrower and Bank
have  executed  and entered  into a certain  First  Amendment  to  Consolidated,
Amended and Restated  Revolving  Credit Note of even date  herewith (the Note as
amended by the First Amendment to Consolidated,  Amended and Restated  Revolving
Credit Note is hereinafter collectively referred to as the "Amended Note").

         NOW,   THEREFORE,   the   parties   hereto,   for  good  and   valuable
consideration,  the receipt and sufficiency  thereof being hereby  acknowledged,
and intending to be legally bound hereby, covenant and agree as follows:

         1. (a) The following definitions contained in Article 1, Paragraph 1.01
of  the  Credit Agreement are hereby deleted in their entirety:"Consolidated Net
Worth" and "Closing Fee".

            (b) The following definition is hereby added to Article 1, Paragraph
1.01 of the Credit Agreement:

                "Extension  Fee" shall have  the  meaning  assigned to that term
in Section 2.02(a) hereof.











<PAGE>


         2. Paragraph 2.02(a) of the Note is hereby amended in  its  entirety to
provide in full as follows:

         2.02(a)  Extension  Fee. Simultaneous  with the execution  and delivery
of  this  First  Amendment  to  Credit  Agreement, Borrower shall pay to Bank  a
nonrefundable fee of $12,500 (the "Extension Fee").

         (b)  Paragraph  2.08 of the Credit  Agreement is hereby  deleted in its
entirety and Borrower hereby acknowledges and agrees that it shall have no right
to extend the Maturity Date beyond June 21, 1999.

         3. Paragraph  3.03  of  the  Credit Agreement  is hereby amended in its
entirety to provide in full as follow:

         3.03 Maturity.  The entire outstanding  principal balance due under the
Revolving  Credit Loan,  together with all unpaid interest at the aforesaid rate
or rates shall be payable on June 21, 1999, unless  accelerated upon an Event of
Default or sooner  terminated  under the terms hereof or  terminated by Borrower
upon payment of the outstanding  principal  balance of the Revolving Credit Loan
and  payment of  Reimbursement  Obligations  and  termination  of all Letters of
Credit,  together with all unpaid interest and fees which are due and payable as
the  date of  termination,  including  but not  limited  to the  Commitment  Fee
accruing  to and  including  the  termination  date,  (the  date  determined  in
accordance herewith shall be called the "Maturity Date").

         4. Paragraph  7.02 of  the  Credit   Agreement  is  hereby  amended  by
deletion  of  subparagraph  (a)(i) in its entirety.

         5. All references in the Credit Agreement to the "Note" shall be deemed
to refer to and include the Amended Note.

         6. Except as  specifically  modified  herein, the Credit Agreement   is
hereby  ratified and  confirmed  and shall remain in full force and effect.  The
Amended Note and Credit  Agreement as amended by this First  Amendment to Credit
Agreement  shall  continue  to be  secured  by the Loan  Documents  and  nothing
contained  herein  shall  affect the  priority of any lien or security  interest
securing  the  Amended  Note and  Credit  Agreement  as  amended  by this  First
Amendment to Credit Agreement. All references to the "Loan Agreement" or "Credit
Agreement"  contained  in the Loan  Documents  shall be  deemed  to refer to and
include  the Credit  Agreement  as amended  by this  First  Amendment  to Credit
Agreement.

         7. This First  Amendment to Credit  Agreement  is  to  be construed and
enforced in all  respects in  accordance  with the laws of the  Commonwealth  of
Pennsylvania, without regard to the principles of conflicts of laws.












<PAGE>




         8. This First  Amendment to Credit  Agreement is binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         9. The  Borrower  hereby  represents  and  warrants to Bank that (a) no
Event of Default,  and no event or condition which,  with the passage of time or
the giving of notice or both, would constitute an Event of Default, has occurred
and is continuing on the date of execution  hereof,  and (b) the Borrower has no
set-off claim or other defense with respect to its obligations  under the Credit
Agreement or any of the Loan Documents.

        10. This First  Amendment to Credit  Agreement  may  be executed  in any
number of  counterparts  each of  which,  when so  executed,  shall be deemed an
original,  but all  such  counterparts  shall  constitute  but one and the  same
instrument.




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         IN WITNESS WHEREOF, the Bank and Borrower have duly executed this First
Amendment to Credit Agreement as of the day and year first above written.

WITNESS/ATTEST:                        McNEIL REAL ESTATE FUND XXVII, L. P.,
                                        a Delaware limited partnership

                                       By: McNeil Partners, L.P., a Delaware
                                        limited partnership, its general partner


    Illegible                          By:  /s/  Ron Taylor
--------------------------                --------------------------------------
                                       Title:  President
                                              ----------------------------------

    Illegible                               By:  McNeil Investors, Inc., a
                                                  Delaware corporation its
                                                  general partner


WITNESS/ATTEST:                        By:  /s/  Ron Taylor
                                          --------------------------------------
                                       Title:  President
                                              ----------------------------------



                                       PNC BANK, NATIONAL ASSOCIATION


    Illegible                          By:    Illegible
--------------------------                --------------------------------------
                                       Title: Vice President
                                             -----------------------------------




<PAGE>







STATE OF Texas            )
                          )
COUNTY OF Dallas          )

         On this 26th day of June, 1997, before me, a notary public,  personally
appeared Ron K. Taylor who acknowledged himself before me to be the President of
McNeil  Investors,  Inc.,  a  Delaware  corporation,  general  partner of McNeil
Partners,  L.P., a Delaware limited partnership,  general partner of MCNEIL REAL
ESTATE FUND XXVII,  L.P., a Delaware limited  partnership,  and that he, as such
officer,  being  authorized to do so, executed the foregoing  instrument for the
purposes  therein  contained by signing the name of the limited  partnership  by
himself before me as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                       /s/  Mary Kay Schwartz
                                       -----------------------------------------
                                       Notary Public



My Commission expires:

Notary Seal Here