Face representation learning using datasets with massive number of identities requires appropriate training methods. Softmax-based approach, currently the state-of-the-art in face recognition, in its usual "full softmax" form is not suitable for datasets with millions of persons. Several methods, based on the "sampled softmax" approach, were proposed to remove this limitation. These methods, however, have a set of disadvantages. One of them is a problem of "prototype obsolescence": classifier weights (prototypes) of the rarely sampled classes, receive too scarce gradients and become outdated and detached from the current encoder state, resulting in an incorrect training signals. This problem is especially serious in ultra-large-scale datasets. In this paper, we propose a novel face representation learning model called Prototype Memory, which alleviates this problem and allows training on a dataset of any size. Prototype Memory consists of the limited-size memory module for storing recent class prototypes and employs a set of algorithms to update it in appropriate way. New class prototypes are generated on the fly using exemplar embeddings in the current mini-batch. These prototypes are enqueued to the memory and used in a role of classifier weights for usual softmax classification-based training. To prevent obsolescence and keep the memory in close connection with encoder, prototypes are regularly refreshed, and oldest ones are dequeued and disposed. Prototype Memory is computationally efficient and independent of dataset size. It can be used with various loss functions, hard example mining algorithms and encoder architectures. We prove the effectiveness of the proposed model by extensive experiments on popular face recognition benchmarks.