The 39 were rounded up in Lusaka’s Mtendere Compound at a house where they were being guided through a leaked English examination paper.
Police and Examination Council of Zambia officers raided the house where pupils from Munali, Kabulonga and Lusaka High Schools were found.
The pupils were paying K500 to access the leaked paper.
A teacher only identified as Mr Muchindu and a Mr Mulenga who was the master minder have been arrested.
Police have released the 39 pupils on bond and allowed them to continue with writing exams.