We show how Zipf's Law can be used to scale up language modeling (LM) to take advantage of more training data and more GPUs. LM plays a key role in many important natural language applications such as speech recognition and machine translation. Scaling up LM is important since it is widely accepted by the community that there is no data like more data. Eventually, we would like to train on terabytes (TBs) of text (trillions of words). Modern training methods are far from this goal, because of various bottlenecks, especially memory (within GPUs) and communication (across GPUs). This paper shows how Zipf's Law can address these bottlenecks by grouping parameters for common words and character sequences, because $U \ll N$, where $U$ is the number of unique words (types) and $N$ is the size of the training set (tokens). For a local batch size $K$ with $G$ GPUs and a $D$-dimension embedding matrix, we reduce the original per-GPU memory and communication asymptotic complexity from $Θ(GKD)$ to $Θ(GK + UD)$. Empirically, we find $U \propto (GK)^{0.64}$ on four publicly available large datasets. When we scale up the number of GPUs to 64, a factor of 8, training time speeds up by factors up to 6.7$\times$ (for character LMs) and 6.3$\times$ (for word LMs) with negligible loss of accuracy. Our weak scaling on 192 GPUs on the Tieba dataset shows a 35\% improvement in LM prediction accuracy by training on 93 GB of data (2.5$\times$ larger than publicly available SOTA dataset), but taking only 1.25$\times$ increase in training time, compared to 3 GB of the same dataset running on 6 GPUs.