FIRST AMENDMENT TO CONSOLIDATED, AMENDED
                       AND RESTATED REVOLVING CREDIT NOTE

         THIS FIRST AMENDMENT TO  CONSOLIDATED,  AMENDED AND RESTATED  REVOLVING
CREDIT NOTE (this "First  Amendment") 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 Lender (the "Credit  Agreement"),
Lender  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 Lender 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 Lender 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 Lender to the  extension of
the Maturity Date, Lender and Borrower have agreed to make certain modifications
to the Note upon the terms and conditions hereinafter set forth; and



         THIS FIRST  AMENDMENT  AMENDS THAT  CERTAIN  CONSOLIDATED,  AMENDED AND
RESTATED  REVOLVING CREDIT NOTE DATED JUNE 21, 1995 FROM BORROWER TO LENDER,  IN
THE MAXIMUM PRINCIPAL AMOUNT OF $5,000,000 (THE "ORIGINAL  NOTE").  THE ORIGINAL
NOTE IS  ATTACHED  HERETO.  THE TERMS  AND  CONDITIONS  SET FORTH IN THIS  FIRST
AMENDMENT  SHALL  CONTROL  THE  OBLIGATIONS  OR  BORROWER  WITH  RESPECT  TO THE
INDEBTEDNESS  EVIDENCED  BY THE ORIGINAL  NOTE.  THIS FIRST  AMENDMENT  DOES NOT
EVIDENCE ANY  INDEBTEDNESS OF BORROWER IN EXCESS OF THE ORIGINAL NOTE AS AMENDED
HEREBY.  ALL REQUIRED  INTANGIBLE AND DOCUMENTARY  STAMP TAXES HAVE BEEN PAID IN
CONNECTION WITH THE ORIGINAL NOTE.


<PAGE>


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

         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. The Borrower and the Lender  hereby  agree that the  Maturity   Date
of the Note is hereby  extended until June 21, 1999.

         2. Borrower hereby  acknowledges and agrees that it shall have no right
to extend the Maturity Date of the Note beyond June 21, 1999.

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

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

         5. This First Amendment 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.

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

         7. The Borrower  hereby  represents  and warrants to Lender 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 Note,
Amended Credit Agreement or any of the Loan Documents.

         8. This First  Amendment 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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                            LEFT INTENTIONALLY BLANK]


<PAGE>


         IN WITNESS  WHEREOF,  the Lender and Borrower  have duly  executed this
First Amendment 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

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

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


                                        PNC BANK, NATIONAL ASSOCIATION


left blank                              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